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When looking at how the role of a chairperson is defined, their relationship with the CEO and other senior board members is often mixed together with their duties and responsibilities during a board meeting. 

A chairperson has a very specific and defined role within a company. Essentially, the chair is the head of the company, even though they are not necessarily the chief decision-maker. 

If you consider the board represents the leadership team of an organisation, the chairperson is the leader of the board. They are the conductor of the orchestra ensuring that each person plays their role appropriately. 

The chief responsibility is to ensure the safe running of the business and to get the best out of other board members. During a meeting, it is prudent for a chairperson to consider suggestions from all members present and reach a unilateral decision. 

Chair vs. CEO 

Before the spate of corporate scandals in the 1990’s, the chief decision-maker of a company acted alone. The role was then split in two; the chairperson and the CEO. 

Although in most cases, the CEO is responsible for making key decisions and has sway over other board members in terms of delegation and strategy. The chairperson is essentially the boss of the CEO and should be on hand to offer advice and support. 

Before a CEO can move forward with any plans, they need the consent of the other board members. As head of the board of directors, the Chair is responsible for ensuring the board reaches a decision that is in the best interests of the company. 

However, most people that act as Chairs have a withdrawn role in the day-to-day running of the business. This allows the CEO to have more flexibility over the general running of the business. 

An example of this is when Bill Gates handed over the role of CEO to Microsoft’s President, Steve Ballmer, but remained on the board of directors as Chairman. 

What is the role of a chairperson? 

A good chairperson is required to have numerous skills in order to bring the board together constructively. One of the key roles is to manage board meetings to make sure everyone gets the opportunity to have some input and voice their opinion. 

The role of a chairperson is defined as: 

- To provide leadership and cohesion

- Ensure the board’s committee functions effectively 

- Co-ordinate the management of the company 

- Provide support and supervision of the CEO and other senior board members 

- To act as the figurehead of a company 

A good chairperson has the ability to control a board meeting, organise time so that sufficient attention is afforded to key strategic points, and ensure that all items on the agenda are addressed and agreed upon. 

The chairperson is also responsible for compiling the agenda of the meeting and setting the tone. It is a good idea for the Chair to arrive 15-minutes in advance in order to organise papers in the correct order and ensure that any equipment that may be required is set up and working. 

Chairs also have to be familiar with Robert’s Rule of Order that is used as part of the Parliamentary procedure. These rules set out the protocols for validating votes in a board meeting.

Relevant steps to conducting a board meeting are to: 

Ensure the minimum number of voting members who must be present at a properly called meeting in order to conduct business in the name of the group - known as ‘establishing a quorum’. 

- Calling meeting to order

- Approve the agenda and minutes

- Communication and reports

- Old/New/Other business

- Close the meeting

It is also pertinent to make sure everyone knows who everyone is. This is particularly important when new members join the company or when outside advisors such as non-executive directors have been drafted in. 

During a meeting, it is the responsibility of the chairperson to plan the agenda and facilitate discussions between board members. They must also make sure that all the points on the agenda have been sufficiently covered. 

When planning a meeting, it is important to strike a balance between strategy, policy, the supervision of management and staff, accountability and compliance. This should cover the responsibilities of all board members. 

The Chair will summarise the nucleus of the discussion and look for consensus among the group by way of a vote.

Do you have ambitions of becoming a chairperson? Would you like advice and assistance in developing the skills you need to Chair a board? If so, click here to find out more.