K3 Insights

The chair of the board of directors is a crucial figure in company governance.

What should a chair look like?

There is no single winning formula for a successful board chair. Formulating this role requires careful consideration of the appropriate rights and powers your chair may hold, in order to optimise their role.

What can a chair look like?

There are many things to consider when defining the role of a chair, including: 

• Objectivity: As a role distinct from the other directors, a chair can be useful in bringing objectivity to your board. This can, depending on your company structure and specific requirements, be vital for the healthy functioning of your business.
• Bridging gaps: An organisation’s board and its executive team can sometimes be at odds with one another.  Your chair can have a useful role in bridging the gap to guide the board through both strategic and operational decisions.
• Casting votes: In the case of a tie, you may elect to provide the chair with a casting vote, essentially allowing them to vote twice in order to break a deadlock. This can be confined, for example to specific periods or particular types of decisions or can be a general power. How you empower the chair in this way will often be specific to both the chair’s skills, and to your company’s needs.
• Continuous presence: The presence of the chair at meetings and for a quorum may be mandated by your company’s constitution or shareholders’ agreement. This can be helpful in ensuring meetings remain on track, focused and productive.
• Governance management: You may elect for your chair to be responsible for ensuring compliance with legal standards and ethical practices.  This can be especially vital in regulated sectors or public companies. The chair’s responsibilities in this area can be tailored, to align with your organisation’s compliance needs and risk profile.  

How do I go about defining my chair’s role?

Selecting a chair is a critical choice. The role of a chair is inherently malleable and should be designed to meet the unique strategic goals and challenges of your company. Whether steering the company through crises, ensuring compliance, or leading strategic planning, the chair’s responsibilities can be shaped through the constitution and shareholder’s agreement to provide the right impact for your company.

Need help determining how to empower your chair? Get in touch with a member of our team for expert legal advice.