The Handbook of Board Governance, 3rd Edition

52Model Chair of the Board Position Description

Richard W. Leblanc, FCMC, CMC-AF, BSc, MBA, LLB, JD, LLM, PhD

Professor of Governance, Law & Ethics, York University, and Independent Governance Advisor

Table of Contents

• Introduction
• Governance Leadership
• Legislation, Regulation, and Public Reporting
• Management
• Ethical Business Conduct
• Meetings
• Governance Development and Effectiveness
• Independent Advisors
• Position Description Amendment and Review
• About the Author

Introduction

The Chair of the Board (Board Chair) of the Organization provides independent and effective leadership to the Board of Directors (Board) in the governance of the Organization.

The Board Chair sets the “tone” for the Board to foster ethical and responsible decision-making, appropriate oversight of Management, and best-in-class organizational governance practices.

The Board Chair shall:

Governance Leadership

1. Serve as the leader of Board governance activity; oversee all aspects of Board direction and administration; and take all reasonable steps to ensure that the Board works as a cohesive team and builds a healthy governance culture.
2. Report regularly to the Board on issues relevant to the Board’s governance responsibilities.
3. Take all reasonable steps to ensure that Board Chair, Vice Chair, Committee Chair, and individual Director development and succession planning occurs for the Board.
4. With the Board, as set out in the Board of Directors’ Guidelines, be accountable for the Organization’s overall approach ...