What does the chair of the board do?

Serving as a leader and facilitator, the chair presides over meetings. Primarily, the chair’s responsibility is to the board.

Chairs must ensure that the meeting process is as seamless, constructive, and deliberative as it needs to be when the board gathers.

Chairs’ roles can vary widely across different industries. Often, it depends on the company size; smaller companies will have chairs that are more active in the company’s day-to-day life. Some may concurrently serve as CEO.

In bigger companies, this is less likely. It is also generally not recommended to preserve independent observation and cooperation and maintain a system of checks and balances at the top level.

If you’re new in the role of chair or have ambition to become one, here are some tips on maximising your impact.

A chair is not a CEO, not a managing director, and is not concerned with leading employees. It’s important to remember this because the definition can become lost in practice.

This is especially true for former CEOs, managing directors, and other executives who have now moved on to fill the role of chair. Such people need to leave their hands-on, direct leadership mindset behind, but they can sometimes struggle.

One of the chair’s primary roles is facilitating and planning board meetings.

Acting like a CEO in a board meeting – with more command and less guidance – will stifle colleagues’ voices and limit the board’s ability to be the think tank it’s supposed to be.

A good chair knows that they are at the helm of a board that may need to act fast and decisively if the company finds itself in hot water. The CEO, who may well hold the most power day-to-day, may suddenly look to the board for urgent decisions in a crisis.

The chair holds a powerful voice on the board when this happens.

Decisions are never yours to make alone, but when something goes wrong, your colleagues will depend on you to create a positive, deliberative discussion around what to do next.

In hot water, a company may have tough decisions to make; maybe its best next move is a rapid change in environmental policy, an en-masse move to remote working or a dismissal of the CEO?

You will need the experience to know what this move should be, the confidence to endorse it, and the ability to take others’ opinions on board to ensure it’s done correctly.

Take the above point with the caveat that the reverse is also true.

Your role is chair; if you’re not on hand to deal with an urgent, top-level problem, take a step back.

Maintaining a healthy level of distance from the organisation’s inner workings is essential.

Ensure that you are looking at the organisation’s progress with a ‘sovereign mindset’, free of day-to-day management issues, fuelled by your industry experience and knowledge.

That experience, your broad judgement, and your ability to facilitate discussion are your strengths. They let you see opportunities and challenges for the organisation that others might not.

The chair is a vital link between all of these areas of governance, and colleagues should enjoy a sense of comfort and confidence in the environment you create

As chair, you will work alongside a collection of board members – each with a wealth of experience, each with their unique view on the company’s direction.

In addition, you need to act as a mentor to the CEO, as an ambassador in the industry, and as a link between shareholders on one end and employees on the other.

This is where your ability to manage relationships matters.

If you’re chair, you’re a vital link between all of these areas of governance, and colleagues should enjoy a sense of comfort and confidence in the environment you create. Otherwise, that vital link risks being broken.

It would help if you were a good communicator, listener, and facilitator.

When fellow board members have issues to address, ensure they can manage them.

If the CEO needs advice, advise them; if shareholders want an honest picture of the company’s direction, give it to them.

And above all, if you see friction developing within or between these company layers, be ready to tackle it.

Chairs are some of the most respected members of a governance community. There is a high degree of professional achievement associated with those appointed to the role, but remember that your responsibilities go beyond that.

You should always be aware that you are an essential part of the company machine. Phoning it in, primarily if you work in a part-time capacity, won’t produce results.

Keep in mind that your duties will likely go beyond the baseline of chairing board meetings.

You’ll need to induct new board members, evaluate current ones, be available for shareholder queries, pay attention to diversity on your board, provide input to the remuneration committee, and represent the company wherever necessary.

Put aside time, thought, and energy for all the above.