The chair is the most consequential role in the boardroom, and the role least visible from outside it. A good chair makes the board work. A poor chair turns the board into either a rubber stamp or a venue for unresolved conflict, and the consequences ripple outward into the company's strategy, its culture, and ultimately its results.
Five components of the chair's job
Running the board. The chair sets the agenda, chairs the meetings, manages the speaking order, ensures every item gets the time it deserves and no more, and ensures decisions are followed up in subsequent meetings. The minutes must capture the substance, not just the formal motions.
Building the board. The chair leads the nomination committee, drives the composition strategy, leads the search for new directors, oversees induction, and addresses underperformance. The board's composition, over time, is the chair's responsibility more than anyone else's.
The relationship with the chief executive. The chair is the CEO's principal counterparty on the board side. The relationship requires distance and engagement at the same time. The chair must not be the CEO's friend in a way that undermines challenge; the chair must not be the CEO's adversary in a way that undermines the CEO's capacity to lead. A chair who cannot deliver bad news to the chief executive — including the news that the chief executive should leave — is not chairing.
The relationship with shareholders. The chair meets major shareholders periodically, listens to their concerns, briefs the board on what is heard, and represents the board's position back. In a controlled company, this relationship is the most important political relationship in the institution.
The institutional defence. When the company is under pressure — from a regulator, a hostile bidder, an activist, a controller demanding a transaction the board cannot support — the chair is the institution's shield. Chairs are tested in these moments, and the test reveals which chairs were doing the real work.
Why the chair should not be the chief executive
The combination creates a structural problem: the person whose performance is being evaluated is also the person chairing the body that evaluates. The codes have moved, almost universally, to require separation. The reasoning is not subtle.
The strongest model is an independent chair — someone who has not been an executive of the company, has no other significant ties, and brings the perspective of an outside director to the role.
This article is adapted from The Director's Craft by Peter Burchardt. Read the full chapter in the book →
