The role of chair has evolved; where once the chair was only expected to lead meetings, they are now expected undertake many roles both inside and outside the boardroom. What the chair does inside the boardroom is primarily to promote harmony within the board and run the meetings effectively and efficiently. The chair’s responsibilities include:
- Leading the board.
- Ensuring the board properly considers the right matters.
- Ensuring the board has clear, timely and accurate information.
- Helping the board to arrive at specific, actionable, clearly formulated resolutions when it makes a decision.
- Ensuring the board’s decisions have been implemented.
- Reviewing the performance of the board.
- Building and fostering teamwork.
- Monitoring and improving the quality of meeting processes.
- Succession planning for the directors and chair.
If one or more of these responsibilities is not being fulfilled, it may lead to board dysfunction. To avoid this you may wish to consider:
- A board review which covers board behavioural dynamics.
- Leadership training with a behavioural psychologist to determine what style of leadership would be most effective for your board.
- Implementing a resolution log in conjunction with the board calendar to make sure that progress against decisions are being tracked.
- Benchmarking the documentation and procedures of the board against similar organisations to ensure leading practice.
- Conducting a skills assessment to identify any skill gaps due to potential retirements for succession planning.
Externally, the expectations of the chair are ever increasing where there are both internal and external stakeholders which all have their own requirements. The chair’s responsibilities outside the boardroom include:
- Maintaining an effective relationship with the CEO, company secretary and other directors.
- Representing the board or, where appropriate, organisation remembering that the CEO is responsible for and is usually the public face of the organisation.
- Maintaining effective relationships with key stakeholders.
- Living the company’s agreed values and culture.
- Adhering to agreed standards of behaviour.
Unlike those within the boardroom, these external factors may not be as easily identifiable when there is an issue. What if the CEO is not being fully honest with their reporting? What if the culture of the board is different from that of the organisation? Have all stakeholders been considered when making a decision? What would be impact on the organisation and its performance if one of these issues went unchecked? Potential solutions may be to:
- Conduct an external performance review of the CEO.
- Review documentation regarding code of conduct and expected behaviours.
- Undertake a tailored stakeholder engagement review.
- Conduct an independent third party review of organisational culture and conduct risk.
Whatever challenges you may be facing as a chair, Effective Governance is here to help and provide solutions to any of your governance, leadership and performance needs. Feel free to contact us if you require more information or to find out more about how we can help your organisation.