The Role of the Chair

The role of the Chair has expanded in recent years and is now more than that of Chair of the Board; it is also the Chair of the company.

This role, emerging relatively recently, requires different skills from the more limited role of the past. (NB Justice Robert Austin’s decision in the ONE TEL case has formally acknowledged the expanded role of the Chair, taking with it more responsibility for the overall performance of the organisation and the rest of the board.)

In general, the role of the Chair is one of leading, facilitating and encouraging, rather than directing.

The special responsibilities of the Chair include:

  • Setting the agenda for board meetings and chairing.
  • Establishing a suitable ‘architecture’ for the Board and any committees to support its work.
  • Ensuring the proper working of the board through appropriate composition, development and administration.
  • Acting as representative of the company in its dealings with the outside world, including the financial markets, regulators, the press, governments, interest groups and the community.
  • Maintaining proper shareholder relations, both formally through the Annual General Meeting and reporting procedures, and informally with all major shareholders.
  • Establishing and maintaining good relations with Directors and the CEO.
  • Ensuring the existence of an effective strategic planning system and the appropriate consideration of future development possibilities.
  • Ensuring that the Board plays an active role in strategic review and that development proposals and planning issues are referred to the Board for discussion and approval.
  • Establishing basic priorities, ethical values, a policy framework and checking that suitable ‘codes’ are in place for the company.
  • Ensuring that probity is maintained in accounting, reporting and all other respects.

Monitoring the Chief Executive’s performance against established criteria/measures of financial and operating performance, in conjunction with the Board.

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