Chairmanship: a mechanical process, or a deft art?

Board are funny things. They are comprised of selected individuals (directors, board members) charged with meeting together to consider various matters for the purpose of making decisions. While it is true to say directors meet, decisions are made by the collective whole—the board—not individual directors. Therefore, every decision is unanimous. Complicating matters, boards only 'exist' when directors meet, and board work is, largely, endogenous; so, they need to be coordinated—someone needs to 'drive' the board. ​​​

The term 'chairman' (also, 'board chair, 'chair' or sometimes, 'chairperson') is the term used to identify the board member who carries such responsibilities—these being to convene the board’s meetings, ensure duties are discharged, and that steerage and guidance (that is, governance) is effective. But, as all directors are equal in law, the chair's role is exercised through influence, not command in any controlling sense. Given this, how should a board chair, well, chair the board? ​

While there is no one 'best' way of chairing, the following characteristics are conducive to better outcomes:

• Build relationships: Effective chairs nurture trust and respect within the board; with management (especially the chief executive); and, with shareholders and legitimate stakeholders. 
• Understand the business and the wider landscape: This includes corporate strategy and operations, organisational culture, competitive landscape, and emerging trends and disruptions.
• Lead on purpose and values: The board needs to set the direction and the basis for decision-making and conduct. Sometimes, tough (even unpopular) decisions are needed, to ensure alignment and to secure in the long-term interests of the company.
• Boardroom culture: Exercise tact and sensitivity, and maintain decorum. Respect confidences and maintain utmost confidentiality when required. Emotional intelligence, situational awareness, maturity, wisdom, and the ability to draw out the best in others are critical to effective chairmanship.
• Show decisive leadership: Empathy and understanding is important, but only to a point—for these attributes do not drive decisiveness. Sometimes, assertiveness from the chair is required.
• Learning and development: Effective chairs know they don't know everything—far from it—and things change anyway. Consequently, they tend to have a continuous learning mindset.
• Nurture a broader skill set: Technical skills are necessary, but they are far from sufficient. The best chairs read widely and they encourage other directors to do so as well.
• Embrace multiple perspectives: Eliciting different points of view during ideation and when debating topics is crucial if the board is to guard against groupthink. Cognitive diversity is important too; it has been shown to be an antecedent of higher quality decisions.
• Listen: Chairs should speak last, having drawn and heard from others. When the time comes to speak, do so clearly and succinctly, and encourage colleagues to do likewise.
• Manage time:​ Start on time, ensure the board moves steadily through the agenda and where practicable finish on or near time.
• Ensure continuity: Consider succession, especially for the chief executive role but also for the chair.

Governance is tough because, inter alia, things change, sometimes unexpectedly; boards often need to make decisions without all the information they want; linkages between decisions and outcomes are contingent; and, directors' duties are unbounded. 

If boards are to govern with impact, chairs need to be alert: to ensure directors are actively engaged, and that they identify and consider relevant information, think critically and, together, make smart decisions in the best interests of the company. The chairs' priority is to convene the board and its work, and keep directors on track and the organisation safe. For this, a deft hand is needed.