What is the role of the chair?

The chair (or chairperson) is essential to the smooth running and effectiveness of a board of
directors. Since the chair represents the company to the outside world and determines the order
of the board agenda, this role requires excellent leadership and communication skills.
The chair’s primary role is to ensure that the board is effective in setting and implementing an
organisation’s direction and strategy.
Therefore, the chair is responsible for leading the board and focusing it on strategic matters,
overseeing the company’s business, and setting high governance standards. The chair plays a
pivotal role in fostering the effectiveness of the board and individual directors, both inside and
outside the board room. A good chair provides leadership to the board rather than the company

What is the role of the chair of the board?

The role of the chair involves ensuring the effectiveness of the board in implementing company
strategy. This can be done through their role in chairing important meetings, determining the
agenda and the nature of the information received by the board members. Good data and
information is crucial when it comes to the accurate decision-making of the board.

The role of chair of the board may be a full or part-time position. It can sometimes be combined
with that of chief executive or managing director in smaller companies, although such a joint role
would not be recommended for public companies. Following the corporate scandals of previous
decades, the chair can play a valuable role in keeping a check on the CEO. However, such
division has also created problems where the chair may act as a second CEO, creating conflict
between the roles.
It’s essential for an organisation to understand the differences between these two roles to
maximise good governance and minimise friction and confusion among senior managers. One
difference is that a good chair provides leadership to the board rather than the company. As the
board’s leading representative, the chair presents its aims outside the boardroom. One of their
duties involves providing a summary of discussions that can be agreed upon by the board.
The chair also makes sure that meetings are well ordered and helps facilitate good decision
making.

In addition to the duties described above, the chair is also responsible for regularly reviewing the
board’s composition, which is highly important for the effective running of the organisation.

Essentially the role of the chair can be broken down as follows:

● Leadership to the board
● Responsibility for the composition and development of the organisation
● Providing information to the board
● Conducting board meetings
● Involving and facilitating all directors in board meetings
● Giving focus to the board on critical tasks
● Reviewing the development and induction of directors
● Support of the chief executive or managing director
The following list provides further detail on the duties of the chair:
 ● The chair will set the board agenda, ensuring that directors receive accurate, timely and
precise information to enable them to take accurate and authoritative decisions.
● The chair will ensure that sufficient time is allowed for complex or contentious issues and
encourage active engagement by all board members.
● The chair should take the lead in ensuring that there is a formal induction programme for
new directors. They should also make sure to address and resolve the various ongoing
development needs of individual directors to ensure that they have a comprehensive
understanding of what is required for them to fulfil their role on the board.
● Evaluating the performance of each board member in their role as a director annually and
ensuring that the board’s performance as a whole and its committees are evaluated
annually.
● Holding meetings with the non-executive directors without the executives being present.
● Ensuring effective communication with shareholders and particularly that the company
maintains contact with its principal shareholders on matters relating to strategy,
governance and directors’ remuneration.
● Ensuring that the views of shareholders are communicated to the board as a whole.
● As chair of the nominations committee, initiating diversity, change and planning
succession in board appointments (other than concerning the appointment of a successor
as chair) following procedures agreed from time to time by the board.
● Together with the chief executive, providing input to the remuneration committee
concerning its recommendations to the board on the policy for the remuneration of the
executive directors and its approval of the detailed terms of service of the executive
directors and the company secretary.
● Together with the chief executive, advising the board in its determination of the non-
executive directors’ fees (other than the chair).
● Being available to the chief executive to advise on matters relating to strategy and
operations.
● In conjunction with the chief executive, representing the company to customers,
suppliers, government, shareholders, financial institutions and the community.
We can see that the role of the chair is an essential one in ensuring good corporate governance
and that they must act independently and be free of conflicts of interest.

It is helpful to choose someone for this role who possesses good organisational skills and will
effectively review the involvement and coordination of board members.

It’s important to mention that the chair of a charity has no less importance than that of any other
organisation, either private or public.

Charity trustees are the people who ultimately exercise control over, and are legally responsible
for, the charity.

Each board of charity trustees should have a chairperson whose duties include:
● Leading the board and providing ongoing leadership for the board and its appointees
● Along with the company secretary, ensuring the smooth running of board meetings
● Promoting good governance among fellow charity trustees
● Providing supervision and support to the manager/CEO (where applicable)
 ● Acting as a figurehead or spokesperson, where required
● He should see that the meeting is duly convened and properly constituted.
● He should check that his own appointment is in orders.
● He should see that the proceedings of the meeting are conducted in accordance with the
rules and in the order set down in the agenda.
● He should ensure that the business conducted is within the scope of the meeting.
● Unless there is a specific motion before the meeting he should not allow any discussion.
Irrelevant discussions must always be stopped by him. He must see that proper order is
maintained in the meeting. He must ensure a fair hearing from the minorities. Equal
opportunities should be given to all the speakers but he may fix a time limit for each of
them.
● He should see that the motions and amendments are within the scope of the notice.
● He must see that the order is maintained during the meeting.
● He must exercise his casting vote in the interest of the company.
● In case of a General Meeting, the Chairman should deliver a speech.
● He must see that the proper Minutes are recorded and he should sign the Minutes after
checking.
Each board of charity trustees should have a chairperson whose responsibilities include
● Implement board decisions throughout the company
● Conducting board meetings
● Establishing and maintaining a company culture
● Roles of board members
● Strategic Leadership to the board
● Working with the ceo
● Assessing company performance and growth
● Create board meeting agendas
● Maintain accountability with the board
● Monitoring performance
● Coordinating assignments by the board committee
● Promoting high standards of corporate governance
● Enforcing the rules of the group
● Selecting other senior executives
● To declare the result of voting
● Managing personnel policy
● Reaching decisions

Powers of Chairman:

The Chairman is the chief authority of the meeting and can be called “the umpire of debate, the
judge of admissibility and the upholder of order and decorum.” He derives his authority and
power from the meeting itself.
The powers of the Chairman are:
● 1. He conducts the proceedings of the meeting according to rules and regulations.
● 2. He can suspend or adjourn a meeting in order to maintain order and decorum even if
some participants protest.
● 3. He can give a ruling to settle any point of order. His ruling will always be binding on
all the members present at the meeting.
● 4. He has the authority to decide the order of priority of speakers.
● 5. He has full authority to restrain irrelevant or unparliamentarily language used by the
members. He can stop prolonged discussion on a matter.
● ADVERTISEMENTS:
● 6. He has the power to adjourn the meeting in accordance with the rules.
● 7. He has the power to expel an unruly member and get him ejected.
● 8. He has the power to appoint two scrutinizers to scrutinize the votes given on the poll
and to declare the result of poll.
● 9. He can give a casting vote if the Articles of Association so provides.