Appointing the Ideal Chairperson?


While the Companies Acts do not specify any particular statutory role for a chairperson of a board of directors over and above the general responsibilities of the chair in his/her role as a director, we recognise the difference it makes when our corporate clients have an effective chairperson. It is a truism that an effective chairperson can make an enormous difference to the performance of the board of directors.

The key aspect is the leadership the chairperson can provide to the board and to the organisation. The critical function is to create an effective board of directors. The chairperson must also provide personal leadership, direction, and support to the chief executive in leading and managing. S/he must have the ability to resolve issues, differences, and conflicts both between directors, and also between the chief executive and management. Maintaining stakeholder and public confidence in the organisation is also an essential part of the chairperson’s role.

An effective chairperson will be experienced in and understand the governance role. S/he will demonstrate integrity and have the time to keep in touch with the organisation on a day-to-day basis to maintain an awareness of key issues.

A successful chairperson is open and relaxed, has good inter-personal relationship skills, is equal rather than superior and demonstrates a high level of integrity, both in word and action. The style of an effective chairperson is usually that of a dynamic organisational leader, rather than that of a passive director.

The chairperson’s time commitment is significantly greater than that of other directors. The chairperson must prepare for and attend board and committee meetings, and have the time to interact with the chief executive, to meet with other staff and directors, and carry out external functions with stakeholders outside the organisation.

An ideal chairperson should:

  • have the time to devote to the role and duties of chairperson;
  • be a leader with a proven track record in leadership and governance, showing strong leadership skills such as persuasion, motivation and good interpersonal relationships;
  • be capable of leading board processes, demonstrating objectivity and independence;
  • have the will and ability to challenge individual board members, as appropriate. The chairperson must also have the standing, skills and self-confidence to lead and control the more forceful directors on a board;
  • be capable of establishing and maintaining appropriate personal relationships with the chief executive;
  • have a good understanding of, and board experience in, the organisation’s particular sector;
  • be a clear and innovative strategic thinker;
  • have a clear strategic vision for the organisation, including its culture;
  • have the intellectual capacity to work with sophisticated, analytical and decision-making techniques;
  • recognise the difference between governance and management; leaving the chief executive to his or her job;
  • be an effective communicator both inside and outside the organisation;
  • encourage participation and be a good listener;
  • be able to clarify issues and impartially summarise view points;
  • demonstrate personal integrity (not politics) and respect;
  • demonstrate common sense and realism;
  • exercise good judgement and discretion;

Not-For-Profit Organisations

There are some specific aspects to consider in selecting a chairperson for a not-for-profit organisation. There is a lot more to being an effective chairperson of a not-for-profit than simply having your heart in the right place! In the charity sector, a chairperson generally serves diverse constituencies and stakeholders. An understanding of the culture of the organisation and sector is key so that the chairperson will quickly recognise and understand problems and have greater credibility with the constituents and stakeholders. You know you have made the right appointment when, like what was said of Alan Greenspan, it is said of your chairperson “I agree with what the Chairman said...whatever it is he did say...” For advices on corporate governance issues and the legal duties of directors, please contact Breda or any member of our Commercial Team.

Breda O'Malley