Role of the Chair
A handful of very public cases bought against company directors have shown us that the Chair of the board of directors may have, in particular circumstances, special responsibilities over and above those of other non-executive directors.
To further understand what the board Chairs’ role, responsibilities, and expectations are I’m sharing a position description for the Chair of the board that I recently prepared for one of my boards.
The Chair is considered the “lead” director and utilises their experience, skills, and leadership ability to facilitate the governance process. The Chair’s role operates across two areas: in the boardroom and outside the boardroom. The below sample position description details all of the tasks with these two areas.
The position description also includes expectations in addition to the above duties and responsibilities. These are included in all director position descriptions, not just the Chair’s, and focus on ensuring continued active board participation that is in the best interests of the company and its stakeholders at all times.
A director code of conduct – which is mirrored in the Board Charter – and director performance metrics round out the position description. Again, these elements are included in all directors’ position descriptions.
From my experience, a great Chair is vital in the effective operation of the board and success of the organisation. The opposite is also true; a bad Chair can break a business. The saying “the fish rots from the head” is testament to the way in which a dysfunctional board can be the demise of great organisations, and reinforces the need for a highly functioning, highly effective group of company directors working in the best interests of the organisation as a whole.
What has been your experience with board Chairs?