The Chair is not the "boss"

Because of the importance of the chair role in an effective board, this function is singled out for discussion.

The chair is not the board’s boss. While holding special responsibilities, the chair ideally is regarded, and regards him or herself, as primarily a first among equals. The concept of ‘servant leadership’ is a useful way to think about the role.

The chair’s primary role is to provide assurance of the board’s governance integrity via the effective management of governance processes and compliance with its policies. At a secondary level the chair may also publicly represent the board and its policies.

The chair is bound by a range of formal authorities granted by:

• the organisation’s constitution;

• the board’s Governance Process policies and/or its charter; or informal authorities granted by

• fellow directors.

The chair should have no authority to unilaterally alter, amend or ignore the board’s policies. While the chair may delegate certain aspects of their authority, they remain accountable for it.

Nor is the chair the chief executive’s boss. Any close working relationship between the chair and the chief executive should not usurp the board’s collective responsibility as the chief executive’s employer.

How the chair carries out their role goes to the heart of the board’s success. A board can stall with an unassertive chair but a domineering chair may run roughshod over participation. The point is that the chair should be capable of melding a group of individuals into an effective leadership team.

Different dimensions of the chair’s role

In carrying out their duties, the chair should:

• ensure the board’s behaviour is consistent with its own rules and those legitimately imposed upon it from outside the organisation;
• chair meetings with the commonly accepted power of the position;
• ensure meeting discussion focuses on those issues which, according to board policy, clearly belong to the board as opposed to the chief executive;
• ensure board discussions are timely, fair, orderly, thorough and efficient, adhere to time and keep to the point;
• observe a recognised ‘rules of order’ process for board discussion; and
• ensure the board manual is maintained and updated.

In carrying out their duties outside of board meetings, the chair should:

• act consistently with agreed governance policies and processes;
• avoid making independent operational decisions which are the prerogative of the chief executive; and
• not directly supervise or direct the chief executive other than to provide support or a sounding board within board policy.

Things the chair should know

The role of board chair carries a high degree of responsibility seldom appreciated by other directors. In one way or another, each of the following represents an element of leadership, or competency, that any chair should demonstrate.

1. The board’s policies and delegations

The chair should be familiar with the board’s policies or charter, and the board’s written delegations to the chief executive. They should ensure the board acts with integrity. While all directors should know the board’s policies and delegations, the reality is many won’t. The chief executive will often look to the chair to interpret a board policy or for protection from intrusion by directors. Directors, too, will look to their chair to provide structural or procedural leadership. While the chair may not need to know the policies or charter by rote, they should at least be aware of relevant policy, be able to access it quickly and provide a ruling or guidance.

2. The standard rules governing meeting management

There will be occasions (e.g. the AGM) when formal rules need to be used. The chair should be familiar with these rules so they are applied appropriately and fairly.

3. How to get the best out of the boardroom team

The chair is the equivalent of the boardroom team captain. They must lead by example while drawing on the skills of all team members. To achieve this, the chair must know the strengths and weaknesses of all directors.

4. Their own strengths and weaknesses

Directors have high expectations of whoever is in the chairing role. Humility born of self-knowledge is a powerful leadership competency. All chairs should develop the ability to self-assess their performance and be open to changing their behaviour to capitalise on their strengths and overcome or compensate for weaknesses.

5. Where the organisation is, or should be, heading

Regardless of how the organisation’s future direction is developed and articulated, the chair must be its champion. Every board chair must be able to explain where the organisation is heading and why.

6. What is on the agenda and what outcome is sought from each item?

Managing the board meeting is the chair’s most visible role. Less visible, but no less critical for meeting success, is the pre-meeting planning. Some chairs will try to anticipate where the board’s discussion might go. This is to help ensure potential conflicts don’t throw the meeting. At the start of the meeting the chair might also quickly walk the board through the agenda, checking that their pre-planning assumptions are consistent with those held by other directors and as a way of warming up the board for the business to follow.

7. How to deal with conflicting views and perspectives

While the board should work as a team, directors are expected to exercise independent views and perspectives. Many board members are strong-willed individuals who bring passionately held views to the boardroom. It is almost inevitable there will be conflict. A skilled chair will know how to manage such conflict to the board’s advantage.

8. When to draw a discussion to a close

Knowing when a boardroom discussion has run its course and should be wrapped up is one of the arts of good chairmanship. This may involve denying board members the opportunity to further advocate their position. This can be difficult to manage. On one hand, board members expect the opportunity to air their views, but on the other they expect the chair to manage the process to avoid the discussion becoming unnecessarily drawn out.

9. How to handle a maverick board member

Ideally, a board should not comprise completely like-minded directors. Diversity is vital. However, diversity can also bring its challenges to the chair. The presence, for example, of feisty, strong-minded individuals who differ from the board’s general thinking and behavioural norms can be disruptive. Individual directors, prepared to break the team mould, can be seen as mavericks. One of the great challenges of group management is knowing how to harness the creative potential of someone who is ‘different’ while, at the same time, managing potential damage to team cohesion. The chair is often asked to walk a fine line that typically needs to be informed by experience and strong intuitive skills.

10. The chief executive’s strengths and weaknesses, and how to provide mentoring

An exclusive and close working relationship between the chair and chief executive can detract from the full board’s relationship and responsibilities. Nevertheless, most boards benefit from a strong working partnership between the two leaders. When this exists, the chair can provide considerable support to the chief executive at times when the support of other senior managers is inappropriate. The chair should appreciate the chief executive’s strengths and weaknesses, and be able to offer appropriate counsel.

Boards and directors ask a lot of their chair. They expect the role will be carried out fairly and with integrity even though at times the chair is required to overrule them. The role typically demands a much greater commitment of time than that expected of other directors. The role is more than merely procedural or ceremonial. The chair is the board’s leader and consequently bears the sometimes uncomfortable and lonely burdens of leadership.