Board of Directors set the tone for the quality of governance and business performance of a company. A key factor determining the effectiveness and efficiency of the board is the calibre and conduct of its chairperson which is reflected in how they conduct meetings. In my three decades experience of attending board meetings, I have identified five qualities of an effective and efficient chairperson. This could be a test for anyone aspiring to be a chairperson or for assessing Chairperson’s performance.
- Does the chairperson play an active role in the conduct of the board meeting?
Chairpersons’ role starts with calling the meeting to order and ends with offering a vote of thanks. Since the meetings are held at quarterly intervals, a good practice would be to go round the table to let all the participants make an opening remark. Following the opening remarks, every item on the agenda would likewise be taken-up by the Chairperson asking the management to outline the proposal, followed by each participant’s observation. The discussion can then be concluded by the chairperson sharing their observation along with the meetings’ decision on the proposal.
- Does the chairperson offer all participants a say in all decisions taken at the meeting?
Individuals have different dispositions. Some are forthcoming, while others like to be asked before providing an opinion. The Chair’s role is to ensure that no person dominates the proceedings and all participants have their say, to ensure that the company benefits from their counsel.
- Does the chairperson offer the subject matter expert enough room to share their insights without interruption?
Subject matter experts may need time to outline the context, provide required background before stating their views. Some may see this additional time taken as a distraction and dilution of the efficiency of board meetings. However, when required, the Chair needs to provide the context to encourage the subject matter experts to take their own time, while restraining impatient members to enable optimal decision for the company.
- Does the chairperson promote meaningful debate without acrimony in the meetings?
Contentious issues may need a healthy debate to highlight different contours. It could be issues related to matters of governance, conflict of interest or additional disclosures amongst others. Setting the context and steering the debate clear of personal bias and digression is one element of the Chair’s role, while the other element is in building consensus and ensure that their casting vote is sparingly used, if at all it is required to be used.
- Does the chairperson summarise the conclusions drawn at the meeting and provide guidance to the secretary on key matters to be recorded in the minutes of the meeting?
The vantage point occupied by Chairpersons gives them the responsibility to authenticate the minutes recorded. They provide an invaluable service to all stakeholders by setting the tone in which the minutes are recorded. Hence one of their important roles is to summarise the entire proceedings at the end of the meeting, by listing out all the decisions taken along with any specific observations that need to be captured in the minutes.