Let’s talk about the Five Main Roles of the board chair.
Until you step into the chair’s role, you probably won’t appreciate the full range of what you’ll be called on to do. And, if you’re like most people who’ve learned mainly by watching your own board chair, you’ll have seen them chair board meetings, you may have seen some of the other work they do, but you’re unlikely to have seen all that they do. I’ve put together this outline, built from my own experience rather than any textbook, so you can go into the role with your eyes open, if you’re about to take it on for the first time.
- You’re still a director
First, you’re still a director. Lots of new chairs can forget this aspect because they’re so intent on making sure they chair – or rather facilitate – their board meetings efficiently. They can forget to play their own part. Remember you’re a participant as well as being the leader of the board. Part of the trick is being able to put your own views without dominating or shutting down the discussion – ‘because the chair has spoken.’
This may be a bit of an exaggeration, but I’ve seen chairs who use their position to get their own way: they set out their own position and then almost dare any other board member to offer a different position. This may work in the short term, but it does nothing to build an effective board that welcomes diverse views and genuinely wants to find the best answer. Over time, often quite short, it will certainly undermine your own position as chair, because other directors will resent your not being open to other views, or allowing them to make a contribution.
2. You need to run good board meetings
Secondly – the part that’s most visible to your colleagues – you’ll chair and run your board meetings, to make them as productive and efficient as possible.
Several board chairs have confessed to me that they feel exhausted at the end of a full board meeting, as if it’s a sign of weakness: it’s more likely they’ve been doing the job properly, since as chair you’re running three parallel processes for the full length of the meeting. First, as I’ve mentioned, you need to participate as a director, weighing information and differing opinions, asking good questions, thinking through the consequences and finally being a part of the board’s decision.
Then of course you have to manage the meeting itself, dealing with the most important items, getting through your agenda in the time you’ve allowed, and making sure you’re clear about the decisions you’ve taken. Finally, you need your antennae on alert so you can sense constantly who needs to speak who hasn’t, who needs not to speak any more because they’ve already spoken too much; whether the board is ready to make a decision and whether you’re getting off topic or going around in circles. With all this going on in your mind, it’s no surprise when the board chair feels drained at the end of the meeting, while the other directors usually have only one of those roles to perform – turning up as directors and playing their part.
3. You must build and develop your board
Third, the chair is responsible for building and developing an effective board, with the right range of skills, experience, external linkages and personal styles. Chairs don’t always have the luxury of choosing who’s on the board with them, but you’re still responsible for making the most of those you have: this may involve some coaching, board training or looking for another director to fill a gap. When you do get the chance to find one or more new members, it can become very time consuming, as typically the board chair will be leading the selection and appointment process, whether as chair of a formal nominations committee or more informally. Either way, it’s worth the trouble and time to get the best candidate(s) you can.
I was lucky enough recently to be asked to find two new members for a board I chair. Working with the search firm, we discussed something like 35 candidates, the firm itself spoke to about 20 of these and I interviewed nine. That’s quite time consuming, not to mention the subsequent process of due diligence, reference checking getting the appointments approved by shareholders, and finally welcoming and inducting our new directors. But it was worth the effort and both new members have made their mark from the day they joined us.
4. You’ll develop and nurture your stakeholder relationships
Fourthly, as chair you’re the external face of your board, with shareholders and other key stakeholders. I don’t agree with the board chair being the day-to-day spokesperson for the organisation – that’s your chief executive’s job – but at times you have to be the face, particularly when you’re reporting to shareholders, or if the company’s facing a crisis, or something like the unexpected departure of your chief executive. You need to keep yourself well enough informed to know what the big issues are at any time, and what your message might need to be, whether in a formal AGM, or one to one over coffee with a sole shareholder or key influencer.
5. You run the board’s relationship with your chief executive
This fifth component of your role can at times be the most stimulating and enjoyable, and at others the most frustrating and draining of all the chair’s responsibilities. As chair, you’re the main link between the board and your chief executive, especially between your board meetings. Depending on your relationship and individual backgrounds and experience, you’re likely to alternate between being a sounding board, a mentor, a leader, an interpreter (of the board’s intentions) and a firm guiding hand.
I believe the relationship between the chair and chief executive is the most vital single relationship in an organisation: it’s built on two-way trust and respect, and the most effective relationships are not built on hierarchy or seniority but become a powerful partnership, where each understands the other’s strengths and how he or she can complement those.
Of course, as chair you need to remember you’re there on behalf of the board, and not as the chief executive’s individual ‘boss’. If your relationship breaks down, you’ll also have to manage the process to deal with that. So one of the golden rules of being the chair is that you can’t afford to become personal friends with your chief executive. This can actually be one of the hardest parts of the entire role of chair, for the simple reason that when you work closely with someone who shares a vision and similar values, and if you respect each other and get to know how each other thinks and operates, you’re likely to find you really like the other person. Sadly, this can be the biggest trap for a board chair: once your relationship becomes a friendship, you’ve lost your objectivity … you find yourself in board meetings acting as ‘counsel for the defence’, instead of keeping your professional independence, from where you can challenge and guide, and be true to your first duty, as I’ve outlined above, as a director.
In future posts, I’ll talk in more detail about each of these five roles, but this will do for now.
I should add, finally, that you’re unlikely to be doing all of these at the same time, so you can focus as you need to. But, overall, I hope I’ve given you some idea of what the position needs, and how becoming the chair can sometimes fill your day, or week, if you’re going to do it properly. Good luck!