The Handbook of Board Governance, 3rd Edition

51The Changing Nature of the Board Chair’s Role

Parmi Natesan, BCom, BCom Hons, CA(SA), CD(SA)

CEO at Institute of Directors, South Africa

Prieur Du Plessis, BSc, BHons, MBA, IDP, CD(SA), DBA

Facilitator of the Institute of Directors, South Africa

Globally, the role of the board chairperson has been undergoing a significant change in line with the deepening understanding of corporate governance. In this chapter, we will consider what these changes in the chair’s role are and their implications for organizations. We will specifically consider the recommendation in South Africa’s corporate governance code, the Report on Corporate Governance for South Africa 2016 (named the King Report after the long-standing chair of its drafting committee, Professor Mervyn King—the current version is colloquially referred to as King IV)¹ that a lead independent director always be appointed.

The Need to Replace “Chairman”

First things first: We feel it is important to argue strongly for the long-overdue mothballing of the traditional title “chairman” in favor of a gender-neutral one like, for example, “chair.” While there is a danger that this suggestion might be seen as just another piece of political correctness that risks alienating a society that has grown tired of such easy fixes, we believe there is good reason for the change. The unfortunate truth is that, unlike say “actor,” a designation that many women (though decidedly not Dame Joan Collins) have adopted, “chairman” does not have ...