Some months ago, the Australian Company Director magazine quoted a senior board chair describing how the role has evolved in recent years:
- Where once the rule of thumb was that the chair did three times the work of a non-executive director (NED), they now do four times the work of NEDs, who in turn are working twice as hard as they used to.
For the mathematically challenged, she’s saying that a board chair today has about eight times the typical workload an NED had, only a few years ago.
People unfamiliar with the role (to some extent, anyone who hasn’t been a chair) might ask what requires such a commitment. After all, they attend the same number of board meetings as all other directors, don’t they?
Over the last few years, I’ve developed a framework that I hope de-mystifies the role, explains its breadth and demonstrates how critical it is to the success of both board and organisation.
This has resulted in a vaguely Scottish-sounding acronym for the Five Roles of the Board Chair – ‘MCBED’:
M – The first function, the one that everyone thinks about, is Meetings:
The Chair’s most obvious job is to plan and lead powerful Board meetings – meetings at which the Board makes the decisions that only the Board can make, where we tackle the tough issues, where differing views are sought and tested, and when we know by the end of the meeting that we’ve made the boat go faster – that the organisation is better off than when we arrived for today’s meeting.
Achieving this in our limited time together takes careful agenda planning and ensuring that we receive high quality briefing material in plenty of time (this month’s Australian High Court judgment in the Star Entertainment case is a must-read for those who prepare, and those who read, Board packs).
In the meeting, the Chair must remain alert to who’s speaking; who still needs to – and who needs not to; ideas that might be emerging; what we still need to address; what we might be missing; and, finally, when we’re ready to decide.
In addition to Board meetings, the Chair also has the task of leading shareholder meetings, Annual General Meetings (AGMs) and Special or Extraordinary meetings, usually called for a specific purpose. Here, you need to be fully prepared and to be familiar with your meeting procedures
C – The second job, that can take a lot of time, is managing the Board’s relationship with its only direct report, the Chief Executive.
At its best, this is often the most satisfying part of your role – developing and nurturing a strong working relationship based on trust, openness and respect (in both directions). The paradox is that it must not evolve into personal friendship: as Chair, you act on behalf of the full Board, not on your own account, and you need to keep that professional distance.
In contrast, if the relationship breaks down, or the Board begins to lose confidence in the CEO, managing this relationship may become time-consuming and immensely frustrating. If the relationship breaks down completely, one of you probably has to go: I can’t remember a broken Chair-CEO relationship ever being fully rebuilt, and if the Chair and CEO can’t work together, the organisation will suffer.
B – One of your biggest responsibilities as leader is to build and develop your Board.
Some Chairs have the luxury of selecting, or at least nominating, who joins you. In these cases please resist the temptation to appoint people who look and think like you, which might make for a more superficially collegial board. Instead, think hard about the attributes that will add the greatest value, offer the best oversight and deepest insights, and find people who think differently, so that the whole Board is greater than the sum of a few cosily-connected parts.
Where directors are appointed or elected by others (usually shareholders or members), I believe that the Board and Chair have a right – even a duty – to be clear about which skills, experience and linkages (personal networks) might add the greatest value to the Board. The shareholders can choose to accept that advice, or not.
By whichever route your fellow directors arrive, as Chair you need to make the most of your team. You need to support their professional development as individuals and as a team; to ensure regular evaluation of board and individual performance; and to establish an appropriate committee structure with the best members on each; as well as planning for and managing the next round of succession.
E – Gone are the days of the invisible Board, or the Chair who appeared only for the AGM and set-piece media announcements. Today, our External stakeholders and shareholders expect to know us, to hear from us and to be able to contact us if needed.
As Chair, I also find huge value in getting to know the organisation on the ground, and in hearing from the people working in it. This is not about getting in the way of management – it’s vital that we don’t – but more about understanding what makes the organisation tick, and at the same time repeating the Board’s key messages, showing that we’re all heading in the same direction, and helping people to understand the valuable part each of them can play.
If you ‘dig the well before you’re thirsty’, building trusting relationships with your shareholders and stakeholders, you’ll find it easier to have the tougher conversations when things aren’t going to plan or you see clouds on the horizon.
D – You’re still a Director:
Finally, one important aspect of the job that I’ve seen several Chairs forget, especially when they’re new in the role: besides balancing your time with the tasks I’ve mentioned above, you’re much more than a facilitator or coach for the Board: you’re also one of them.
You mustn’t dominate or cut discussions off too early, but you’re likely to be at least as well informed as your colleagues, you still have a valid perspective, and the right to ask searching questions.
You also need to avoid a trap I’ve seen several Chairs fall into: you’re not in the boardroom as ‘defence counsel’ for your CEO.
Yes, ‘four times twice as much’ feels about right. It’s a big job. But if you want to make a real difference in your governance role, there’s no greater satisfaction than leading your Board through challenging times and seeing the value that you and your colleagues have added.
As someone said to me recently, ‘Your goal isn’t to live forever … it’s to build something that will.’ Good luck!
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richard@westlakegovernance.com | +64 21 443 137
www.westlakegovernance.com | www.chairingtheboard.com
March 2026
Chairing the board 