High Performance Boards, 2nd Edition

CHAPTER 16Becoming the Chair

The Role of the Chair

The chair is responsible for the leadership of the board. This entails ensuring the effective operation of the board and its committees, in conformity with the highest standards of corporate governance. He or she sets the board agenda, which should be primarily focused on strategy, performance, value creation, and accountability, and ensures that issues relevant to those areas are considered by the board. The chair must make sure that the board determines the nature and extent of any significant risks that the organisation is willing to embrace in implementing its strategy, and also that directors review the effectiveness of the company's risk management and internal control systems on an ongoing basis.

Facilitating constructive debate and decision-making, and generating productive board dynamics, is another of the chair's key roles. This includes building in adequate time for discussion of all-important agenda items (and strategic issues in particular). And it involves devoting attention to complex or contentious issues, making sure that non-executive directors in particular have sufficient time to consider them. Part of the chair's role in promoting meaningful boardroom exchanges is to secure accurate, timely, and clear information for directors, especially regarding the organisation's performance.

Building links between the board and management, including through appropriate delegation of authority, constitutes an important ...