Sundaymail Editor
BoardroomTalk
Dr Proctor Nyemba
A GREAT chairperson is an excellent facilitator, who can make everyone feel confident and safe enough to share their views, challenge the views of others and then reach a joint decision.
An emotionally intelligent chairperson hears not just what is said, but can also read the other directors to discover what is not being said.
Serving as a leader and facilitator, the chairperson presides over meetings. Primarily, the chairperson’s responsibility is to the board.
Chairpersons must ensure the meeting process is as seamless, constructive and deliberative as it needs to be when the board gathers.
Chairpersons’ roles can vary widely across different industries. Often, it depends on the company size; smaller companies will have chairpersons who are more active in the firm’s day-to-day life. Some may concurrently serve as chief executive officers (CEOs).
In bigger companies, this is less likely. It is also generally not recommended to preserve independent observation and cooperation, and maintain a system of checks and balances at the top level. If you are new in the role of chairperson or have ambition to become one, here are some tips on maximising your impact.
You know your role
A chairperson is not a CEO, not a managing director and is not concerned with leading employees. It is important to remember this because the definition can become lost in practice. This is especially true for former CEOs, managing directors and other executives who have now moved on to fill the role of chairperson. Such people need to leave their hands-on, direct leadership mindset behind, but they can sometimes struggle.
One of the chairperson’s primary roles is facilitating and planning board meetings.
Acting like a CEO in a board meeting — with more command and less guidance — will stifle colleagues’ voices and limit the board’s ability to be the think tank it is supposed to be.
You are ready to act
A good chairperson knows they are at the helm of a board that may need to act fast and decisively if the company finds itself in hot water. The CEO, who may well hold the most power day-to-day, may suddenly look to the board for urgent decisions in a crisis.
The chairperson has a powerful voice on the board when this happens.
Decisions are never yours to make alone, but when something goes wrong, your colleagues will depend on you to create a positive, deliberative discussion around what to do next.
In hot water, a company may have tough decisions to make; maybe its best next move is a rapid change in environmental policy, an en-masse move to remote working or a dismissal of the CEO. You will need the experience to know what this move should be, the confidence to endorse it and the ability to take others’ opinions on board to ensure it is done correctly.
You maintain your independence
Take the above point with the caveat that the reverse is also true.
Your role is chairperson; if you’re not on hand to deal with an urgent, top-level problem, take a step back. Maintaining a healthy level of distance from the organisation’s inner workings is essential. Ensure that you are looking at the organisation’s progress with a “sovereign mindset”, free of day-to-day management issues, fuelled by your industry experience and knowledge. That experience, your broad judgement and your ability to facilitate discussion are your strengths.
They let you see opportunities and challenges for the organisation that others might not.
The chairperson is a vital link between all of these areas of governance and colleagues should enjoy a sense of comfort and confidence in the environment you create.
You are a good relationship manager
As chairperson, you will work alongside a collection of board members — each with a wealth of experience, each with their unique view on the company’s direction.
In addition, you need to act as a mentor to the CEO, as an ambassador in the industry and as a link between shareholders on one end and employees on the other.
This is where your ability to manage relationships matters. If you are chairperson, you are a vital link involving all of these areas of governance, and colleagues should enjoy a sense of comfort and confidence in the environment you create. Otherwise, that vital link risks being broken. It would help if you were a good communicator, listener and facilitator.
When fellow board members have issues to address, ensure they can manage them.
If the CEO needs advice, advise them; if shareholders want an honest picture of the company’s direction, give it to them.
And above all, if you see friction developing within these company layers, be ready to tackle it.
You are committed to the role
Chairpersons are some of the most respected members of a governance community. There is a high degree of professional achievement associated with those appointed to the role, but remember that your responsibilities go beyond that. You should always be aware that you are an essential part of the company machine. Phoning it in, primarily if you work in a part-time capacity, will not produce results.
Keep in mind that your duties will likely go beyond the baseline of chairing board meetings.
You will need to induct new board members, evaluate current ones, be available for shareholder queries, pay attention to diversity on your board, provide input to the remuneration committee and represent the company wherever necessary. Put aside time, thought and energy for all the above.
Dr Proctor Nyemba is a certified professional director®-Pro.Dir specialising in governance and strategy, governance and risk, governance and people, governance and board effectiveness, governance and resources, governance culture and behaviour. He helps board members and executives understand their role in governance so they can succeed in the boardroom. For comments and feedback, please send to [email protected]/ Call 0772469893
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