The Handbook of Board Governance, 2nd Edition

APPENDIX 3Model Board Chair Position Description

Richard Leblanc CMC, BSc, MBA, LLB, JD, LLM, PhD

Professor of Governance, Law & Ethics, and Director, Master of Financial

Accountability Program, York University; and Independent Governance Advisor

Introduction

The choice of board chair is the most important determiner of board effectiveness. If a board is ineffective, the fault rests with the board chair, and if the board chair cannot or will not improve, then the board chair should be promptly replaced.

Broadly speaking, the four responsibilities of a board chair include setting the agenda, establishing information flow, running effective meetings, and coaching and developing.

There should be a committee of the board who has board chair succession planning as part of its terms of reference. Normally, this is the Nominating and Governance Committee, or its equivalent. There should also be term limits on the position of board chair, from three to four years, and five at the outer limit, assuming performance and effectiveness.

The board chair's performance and effectiveness should be assessed by the board (each director) each year, and the performance should be acted upon. The Nominating and Governance Committee should lead and its chair should debrief with the board chair on this evaluation. Normally, the chair of the board should not be chair of the Nominating and Governance Committee because of a high concentration of power and inherence conflict of interest. Emerging practice ...