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  Chairing the Board

Introduction to the Chairing the Board

We have observed that the function of chairman is to lead and manage the board of directors. The chairman should attempt to make sure that the board operates like an effectual decision making body and that board meetings are conducted in a business-like manner. To accomplish the role, the chairman will generally be expected to

  • hold regular board meetings so that main issues and problems can be dealt with at the appropriate time;
  • try to make sure that the board agenda suitably reflects the key issues and problems confronting the company;
  • provide board members with reliable, relevant, and timely information to assist in their deliberations;
  • provide sufficient time at board meetings for main issues and problems to be discussed thoroughly;
  • permit all directors the opportunity to voice their opinions at board meetings;
  • guide discussions so that the focus does not deviate from key strategic issues and problems.

The chairman plays a main role in defining the culture of the board and, by this, the company as a whole. So, it is significant that the chairman tries to promote a good working relationship among board members by giving a supportive environment in which directors feel valued and in which a climate of trust prevails.

The chairman will work as a significant link among the board and the shareholders. While the board wants to notify shareholders of its recent proposals and decisions, the chairman will generally take a lead role. Likewise, while shareholders wish to respond to board proposals and decisions, or to increase concerns, they will frequently relay their views to the board by the chairman. So, good communication skills are a very important ingredient of a successful chairman.

At last, the chairman must try to make sure that board performance is subject to appropriate scrutiny and that enhancements are made where essential. The performance of individual directors, along with the board as a whole, should be calculated on a regular basis, at least annually. The criterion for assessing board performance will be referred in a later section. To try to make sure effective board performance, the UK Code needs the chairman to agree and review development requirements with individual directors.

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