The performance of the Chair of the Board is often central to the success of a company. The Chair summons the collective thinking of board members. The Board’s duties and responsibilities are to work with, monitor and support the Chief Executive Officer (CEO), executive director and management. They sign off on and execute strategy and maintain the health of companies throughout the year. Board Chairs are the conductor and coach to solicit the optimal performance from each person in the orchestra.
Here are 4 areas of consideration for leading as Chair of the Board.
Championing tone from the top
Leading companies champion the creation and sharing of their values. Values engage stakeholders and guide employees on how to respond to ambiguous issues. The role of the Board Chair is to ensure that the values are clear. This creates long term worth through trust;
The shareholders of an organisation approve a board of directors on a regular [often 3 yearly] cycle. The directors led by the Chairperson of the board, the board of directors usually seek a skills-based committee. The Board Chair seeks and encourages a diverse set of board members that can position companies to meet the market opportunity;
One of the essential duties of the Chair is to encourage all members (board and executive) to share their opinions and insights. By nature, some people are more confident in sharing their thoughts. Others will speak when they feel they have something to add. Ensuring all advice is tabled is an important skill for the chairperson to allow the best decision making for the company;
A Board Chair with exemplary board leadership will facilitate rather than dominate the conversation. Board Chair responsibilities include working with the CEO on the Agenda to ensure that the meeting covers essential issues and areas. At the end of the discussion, directors will often have to listen carefully for the Chair’s opinion in the summing up.
Communicate clearly and regularly
One of the essential leadership skills for the Chair of the Board is the ability to solicit, process and share information. This occurs at and between board meetings and sub-committee meetings. Board Chair conversations include the following parties:
The Chief Executive Officer. The primary conduit between the board and the executive is through the Chairman and CEO relationship. The Chairperson of the board will meet and speak with the CEO to prepare the board agenda, receive a draft of the board pack, and post meeting; the draft minutes. Other discussions will take place on critical items, including issues and opportunities. A weekly ‘catch-up’ is a good practice with longer sessions as required.
Fellow board directors. The Chairperson will seek topics to cover in the full board meeting and understand what fellow directors are experiencing in the marketplace that affects the company. Calls and catch-ups between board meetings are a regular feature, but not mini board meetings with a selective few in themselves. Draft minutes will be circulated to each director for their input / confirmation.
Majority Shareholder / Stakeholders. Often alongside the CEO, the role of the Chairperson is to meet with parties that significantly influence the company occasionally. This includes [potential and existing] investors, customers, suppliers and regulatory parties. The feedback from these meetings should be included in communication with fellow board directors at an appropriate urgency.
Leading for the best interests of the Company
In an organisation, The Board Chair legally has no more responsibility than any other board members. That said, many directors will only join a board if they are confident in the leadership abilities of the Board Chair [and the CEO];
There is a general expectation (at least based on remuneration) of 1.5 – 2.0 x times salary in comparison to other directors. This relates to additional time commitment. There are seldom per hour rates and in trying circumstances it can be all hands on deck;
The Board Chair relies on the commitment and dedication of fellow board directors to achieve a high functioning board. There are skills in having everyone pull together and to ensuring a reasonable balance of work load;
One of the key roles of the Chairperson is to bring the best out of the collective wisdom of the board members. This takes self-confidence, courage and humility. It also takes strong listening skills and provides direction for board decisions to be made in the best interests of an organisation.
Cultivating the relationship with the CEO
The strength of the Board Chair and CEO's relationship has a disproportionate impact the board and its success.
SME and NFP Boards typically perform much of their over-sight of the organisation through one meeting a month. Accountability and scrutiny is concentrated in one brief period – from as little as a few hours to a day. Much of the prior week can be dedicated to preparing reports for that meeting. The strength and tone of the papers goes a long way to determining meeting success. Many a CEO feels more than a little pressure leading into the meeting – especially if results are less than expected.
The Board Chair has a significant opportunity to guide and support the CEO to success. They should be the conduit for interpreting and managing board sentiment. They need the commercial and political acumen to guide both meeting preparation and execution. A good Board Chair walks the fine line between building a high degree of trust and respect with the CEO and facilitating performance accountability with the board.
The role of the chairman of the board is critical to the success of the organisation. Allowing sufficient time to carry out one’s role is also paramount. A person looking to play the role of board chair will often build up their experience and leadership skills before accepting such a request. A job well done has vast benefits to the company stakeholders you serve.
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