< GO BACK

How to Be a Good Chair of the Board

September 4, 2024

/

NED

While it might be easier to discuss the leadership qualities of effective CEOs or Chairs of the Board from a theoretical perspective—drawing on books and studies—I’ve chosen a different approach. I will combine my own practical experiences with world-class research and insights from conversations with colleagues around the world.

The following are lessons I’ve learned from my experience as Chair of the Board of a publicly listed international institution, as well as from leading boards of smaller private companies. I’ve also had the privilege of discussing the practical challenges and outcomes of chairmanship with colleagues who have chaired boards of both regional and global companies, whether privately or publicly owned.

The Basics

Different Roles Require Different Skills

The effectiveness of a Chair differs from that of a CEO. A Chair has four principal roles, regardless of the company’s ownership structure: leading the board, representing the board in its relationship with the CEO and management, orchestrating the governance system, and representing the board in its relationship with shareholders and other key stakeholders. These roles can be executed in various ways, with the company’s maturity and ownership structure playing a significant role.

Personality Matters

A good Chair must balance opposites and embody the laws of leadership with a humble yet authoritative personality. This balance includes:

  • Commitment to the company while remaining detached
  • Clear thinking on important issues while exercising patience
  • Deep company knowledge alongside a broader perspective
  • Combining hard skills (business acumen, systemic thinking) with soft skills (listening, effective speaking, asking powerful questions, framing discussions)

Make Yourself Replaceable

A good Chair should focus on building a strong leadership team and fostering a leadership-driven organization from top to bottom. The aim is to be a "genius maker," not the "genius." Surround yourself with professionals who are smarter than you and who possess complementary skills. Use your intelligence to amplify the strengths and capabilities of the board members, encouraging continuous learning and challenging the prevailing mindset while supporting a positive trajectory.

Adopt a Multifaceted Approach

The best Chairs take a multifaceted approach:

  • Go Deep: Interact with employees at different levels to bridge the information gap.
  • Go New: Experiment with formats, rules, and behaviors continuously.
  • Go Wide: Seek knowledge from various sources outside the company, such as colleagues, peers, consultants, analysts, clients, and even strangers.
  • Go Reflective: Collect feedback from multiple sources and reflect on it.
  • Go Back to School: Pursue continuous education, especially in ever-changing industries.

However, a good Chair is only as effective as the board they lead. An agile and effective board requires the right human capital, competencies, and flexibility. The board must seamlessly switch roles—partner, mentor, passive listener, or authority—depending on the decision at hand. The collective input of the board should always surpass the sum of individual contributions to shape the company’s future effectively.

Best Practices for Creating an Agile Board as its Chair

  • Be the Guide on the Side: Great Chairs practice restraint, patience, and offer full availability to the company. They create conditions for others to shine while tempering their passion with introspection.
  • Prioritize Teaming Over Team Building: Set clear performance expectations for board members, raise the bar for knowledge, and encourage “devil’s advocates” to prevent groupthink.
  • Own the Preparation Work: Success lies in preparation—knowing the materials, setting the agenda, framing resolutions, and tracking progress to ensure action-oriented decisions.
  • Take Committees Seriously: Much of the board's work happens in committees, where open, analytical, and candid discussions are key.
  • Remain Impartial: A Chair must avoid letting personal opinions overshadow diverse perspectives, ensuring data-backed logic drives decisions.
  • Measure Inputs, Not Outputs: The board's effectiveness is measured by the quality of its inputs, not just quantitative metrics.
  • Be a Representative with Shareholders, Not a Player: While practices may vary, a proactive Chair role goes beyond prescribed duties, focusing on performance while treating all shareholders equally.
  • Don’t Be the Boss of the CEO: The board is the CEO's "boss," and the shareholders are the "boss" of the board. The Chair’s goal is to provide the resources, goals, rules, and accountability necessary for the CEO and management.

There is no "one-size-fits-all" formula for being a great Chair, but awareness of these principles can certainly help. Great Chairs are made, not born.

*Source: INSEAD: "Leading from the Chair" program; by Stan Shekshnia & Tim Rowley