A friend, who is considering assuming the position of Chairman of the Board in a company, asked for my thoughts on the matter. I googled “roles of a chairman”, found 6-7 sites that seemed to refer to the question seriously, and created a short document of what seemed to me the key points. My modest contribution was to compile a full list, weed out redundancy, deflate bombastic or overly legalistic language, and cluster the items under four categories. Why am I sharing this?

1) as a small service to chairperson-role-aspirants

2) more in my territory – I was surprised that none of the sites that I reviewed referred in any way, even remotely, to INNOVATION. Strange for me that in this day and age, when innovation is officially and very often genuinely so high on company’s priorities, none of the sites thought it relevant to mention that one of the chairperson’s roles is to assist the CEO/MD in this respect.

My recommendation is that the CP should also (as a start):

1) assist MD/CEO to raise her/his head from time to time to consider the long and longer term, even as their daily tasks take precedence in the day-by-day, and rightly so.

2) reflect to CEO/MD when their thinking seems to be constantly limited to the same patterns.

3) demand that the company’s budgets reflect the need to develop future possibilities that are substantially different than current practices.

As promised, here is the list :

Roles of the Chairperson of the Board

1) Ensure that the Board functions properly:

  • provide leadership to the board
  • responsibility for the board’s composition and development
  • ensure accurate and timely information for the board
  • plan and conduct board meetings effectively
  • get all directors involved in the board’s work
  • engage the board in assessing and improving its performance
  • ensure that the Board addresses the matters that are of strategic and material importance to the future growth and success of the company with ample time
  • supervise the definition of the division of labor between the board and the Executive Management and compliance with such
  • make sure that potential risks to the company are duly noted and communicated to CEO and management

2) In Board meetings:

  • call the meeting to order, determine if a quorum is present
  • announce the items on the order of business or agenda
  • facilitate discussion while enforcing the rules of the group
  • put questions (motions) to a vote, or apply agreed upon mechanisms for decision making
  • ensure that all voices are heard and respected
  • adjourn the meeting

3) Versus the CEO/MD

  • offer patient and respectful support and be a sounding board for ideas
  • responsibility for the CEO’s performance
  • responsibility for hiring, retaining and firing CEOs.

4) Represent the company in meetings with government and other external entities.