4 Tips for Chairing in a High Functioning Board
The performance of the Chair is often central to the success of a business. The Chair summons the collective board thinking of the board. The board works with the CE and signs off on the strategy. The board monitors and supports the CEO and management as it executes that strategy and maintains health of the business throughout the year. The Chair is the conductor and coach to solicit the optimal performance from the orchestra.
Here are 4 areas of consideration for leading as Chair of the Board.
Championing tone from the top
- Leading companies champion the creation and sharing of their values. Values engage stakeholders and guide employees on how to respond to certain often ambiguous situations. The Chair ensures that the values are clear. This creates long term worth through trust;
- The shareholders of the company approve directors on a regular [often 3 yearly] cycle. The directors led by the Chair usually seek a skills-based team. The Chair seeks and encourages a diverse set of individuals that can position the company to meet the market opportunity;
- An important trait of the Chair is in encouraging all participants (board and management) to share their opinions. By nature, some people are more confident in sharing their thoughts. Others will speak when they feel they have something to add. Ensuring all advice is tabled is an important skill to allow the best decision for the company;
- A strong Chair also facilitates rather than dominates the conversation. The Chair will work with the CE on the Agenda to ensure that the meeting covers areas of importance. At the end of the discussion directors will often have to listen carefully for the Chair’s opinion in the summing up.
Communicate clearly and regularly
One of the most important skills for the Chair is the ability to solicit, process and share information. This occurs at and between board and sub-committee meetings. Chair conversations include the following parties:
- The Chief Executive. The major conduit between the board and the executive is through the Chair and CE relationship. The Chair will meet / speak with the CE to prepare the board agenda, receive a draft of the board pack, and post meeting the draft minutes. Other discussions will take place on keys items, including concerns and opportunities. A weekly ‘catch-up’ is a good practice with longer sessions as required.
- Fellow directors. The Chair will seek topics to cover in the board meeting and look to understand what fellow directors are experiencing in the marketplace that has effect on the company. Calls / catch up between meetings are a regular feature, but not mini board meetings with a selective few in themselves. Draft minutes will be circulated to directors for their input / confirmation.
- Shareholders / Stakeholders. Often alongside the CE, the Chair will occasionally meet with parties that have significant influence on the business. This includes [potential and existing] investors, customers, suppliers and regulatory parties. The feedback from these meetings should be included in communication with fellow directors at an appropriate urgency.
Leading for the best interests of the Company
- The Chair is legally no more responsible than other board members. That said, many directors will only join a board if they are confident in the ability of the Chair [and the CE];
- There is a general expectation (at least based on remuneration) of 1.5 – 2.0 x times salary in comparison to other directors. This relates to additional time commitment. There are seldom per hour rates and in trying circumstances it can be all hands on deck;
- The Chair relies on the commitment and dedication of fellow directors to achieve a high functioning board. There are skills in having everyone pull together and to ensuring a reasonable balance of workload between directors;
- The key role of the Chair is to bring the best out of the collective wisdom of the directors. This takes self-confidence, courage and humility. It also takes strong listening skills and an ability to guide the group to a decision that it is in the best interests of the company.
Cultivating the relationship with the CEO
- The strength of the relationship between the Chair and CEO has a disproportionate impact on the success of the board and the organisation.
- SME and NFP Boards typically perform much of their over-sight of the organisation through one meeting a month. Accountability and scrutiny is concentrated in one brief period – from as little as a few hours to a day. Much of the prior week can be dedicated to preparing reports for that meeting. The strength and tone of the papers goes a long way to determining meeting success. Many a CEO feels more than a little pressure leading into the meeting – especially if results are less than expected.
- The Chair has a significant opportunity to guide and support the CEO to success. They should be the conduit for interpreting and managing board sentiment. They need the commercial and political acumen to guide both meeting preparation and execution. A good chair walks the fine line between building a high degree of trust and respect with the CEO and facilitating accountability for performance with the board.
The Chair role is an important function to the success of the business. Allowing sufficient time to carry out one’s role is also paramount. People looking to play the role will often build up their experience before accepting such a request. A job well done has wide benefits to the stakeholders you serve.
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