SECTION: GOVERNANCE

#Chair The Role of the Chair

Published: 08.02.2016 |
Last Updated: 08.02.2016
Derek
Derek
Derek O'Reilly

 Derek is Training Manager with the Carmichael Centre. He coordinates and delivers training and development programmes and customised training for boards and managers. Derek has been involved with the Governance Code Working Group since its inception and is on the Governance...

 

Being the chairperson in a community and voluntary organisation is a challenging role and part of its challenge lies in the fact that there are a number of different aspects to the role.  Aside from the obvious task of chairing board meetings, the chairperson has to exercise leadership within the organisation by managing the relationship between the board and the chief executive/manager. The chairperson will also have to manage the board itself.  In a sense, the chairperson is the ‘first among equals’.  In addition, the chairperson will sometimes be called upon to act as a figurehead or spokesperson for the organisation.  The first step towards being an effective chairperson is to understand the role itself.

 

Managing the board

a) Maintaining the governance role.  All boards are responsible for the governance of their organisation.  This means that they need to keep their eyes on the ‘bigger picture’.  However, it is very easy to get drawn into the operational side of things.  When this happens, too much time at board meetings can be spent discussing operational details or individual board members may be stepping into a management role with members of staff.  It is the role of the chairperson to be clear in their own mind about the boundaries between governance, management and operations and to ensure that the board fulfills its governance role and doesn’t stray into management or operations.

 b) Driving recruitment and succession planning. It is difficult for community and voluntary organisations to find and keep new board members.  Successful recruitment of board members requires thought, planning and effort.  Too often it is left to the chief executive to, in effect, recruit their own employers.  It is essential that the chairperson takes the lead in this process, even if the staff do most of the work associated with the process.  A really effective chairperson will also give some consideration to succession planning and how they will be replaced when they step down as chair.

 c) Leading board development.  It is also part of the chairperson’s role to make sure that the board is operating as effectively as possible.  This may involve training to ensure that all board members understand their role and have the necessary skills to carry it out.  In some cases it might involve conflict resolution or mediation if conflict is threatening the work of the board.   All boards benefit from the opportunity to reflect on the way in which they work together and there are a number of ways of doing this such as away days, training and social events.

  

Managing relationship with the chief executive

 a) Overseeing the recruitment process.  The appointment of the chief executive is central to the success of the organisation and therefore a fundamental part of the governance role of the board.  It is the role of the chairperson to oversee that process and ensure that all steps are taken to employ the best possible person for the job.  The chairperson should also ensure that all legal requirements are met in relation to the chief executive’s employment.

 b) Guiding work priorities.    The board are ultimately responsible for the work of the organisation but it is the senior member of staff (who may be the only member of staff for many community and voluntary organisations) who manages and carries out that work.  It is the role of the chairperson to ensure that the work priorities of the chief executive are in line with the aims and objectives set by the board.  It is vital that the chairperson and chief executive meet regularly to discuss and agree work priorities.

 c) Providing support.  The role of the chief executive is also demanding and can be quite lonely.  An effective chairperson will encourage their chief executive to discuss any difficulties they may be facing and act as a sounding board.  While there may be times when they have to act as a ‘critical friend’, this needs to take place against a backdrop of encouragement and support.

 d) Conducting appraisal.  The performance of the chief executive will have a huge impact on the effectiveness of the organisation as a whole and the board have a responsibility to monitor that performance.  As it would be inappropriate to subject the chief executive to ‘appraisal by committee’, the appraisal should be conducted by the chairperson and one other board member preferably on an annual basis.

 e) Succession planning.  The most effective chairperson will also give some thought to what will happen when the current chief executive leaves.  Ideally, this is something that the chairperson and chief executive will work on together.

 

Managing board meetings

 a) Preparation.  A certain amount of preparation is necessary to ensure that the board meeting is as effective as possible.  The chairperson and chief executive should discuss and agree the agenda, trying to make sure that the items on the agenda and any accompanying papers are not too operational in nature.  The agenda itself should tell board members as much as possible about what to expect at the meeting. It is also useful to draw up a calendar of annual items such as agreeing the budget or preparing for the AGM so that they can be scheduled appropriately.

 b) Managing the process and behaviour.  Chairing the meeting itself is perhaps the most obvious part of the chairperson’s role.  It can also be a challenge.  The chairperson must work through the agenda in a timely fashion, but also allow for the necessary discussion and ensure that everyone has an opportunity to speak.   Some board members can exhibit unhelpful behaviour, such as dominating the discussion or carrying on ‘side conversations’ with their neighbours.  Meetings can also get heated and even quite conflictual.  It is the chairperson’s role to deal with these difficulties and detailed suggestions for doing so can be found in Running Effective Meetings.  Where difficult behaviour persists, it may be helpful to spend some time in drawing up ground rules, or a code of conduct.  This makes it much easier for the chairperson to challenge difficult behaviour in an objective manner.

 c) Decision-making.  There should always be a certain number of decisions to be taken at board meetings (or the necessity for the meeting should be questioned).  It is helpful if the agenda indicates where a decision needs to be taken and, where appropriate, supporting papers should outlines options.  The chairperson’s role here is crucial, in testing for agreement and making the decision explicit to everyone.  It may be necessary for the chairperson to put the decision to a vote, in accordance with your procedures and/or your Constitution.

 d)  Checking and signing the minutes.  It is worth bearing in the mind that board meetings are legal documents if you are a Company Limited by Guarantee (CLG).  The chairperson should read over the minutes before they are circulated in order to correct any major inaccuracies.  You must follow due process in accordance with standard practice such as those outlined by the Office of the Director of Corporate Enforcement.

  

Acting as figurehead or spokesperson

 The chairperson of any organisation will be seen by many people as the figurehead or main spokesperson of that organisation.  If there is a chief executive, or a public relations officer on the board, the chairperson will be able to delegate a significant amount of their public duties or contact with the media.  It is also possible to delegate attendance at events or meetings to other board members, as long as everyone is clear about what they are, or are not, able to say on behalf of the organisation.

 However there will be certain meetings that require the presence of the chairperson, such as meetings with significant funders or politicians.  It may also be the case that the media will want a comment from the chairperson if the organisation is receiving adverse publicity.  In these circumstances, the chairperson should have the confidence and competence to rise to the occasion on behalf of the organisation.

  

The Governance Code

 The Governance Code for Community, Voluntary and Charitable Organisations consists of five principles. These are:

  1. Leading the organisation

  2. Exercising control over the organisation

  3. Being transparent and accountable

  4. Working effectively

  5. Behaving with integrity

 All of the above principles provide useful tools for the chairperson, who should play a leading part in the process of compliance with the Code. The final principle of Integrity should not be underestimated. This is about developing and maintaining a culture of honesty, fairness and independence for the organisation. The chairperson needs to lead by example to ensure the board and the organisation genuinely subscribe to this principle on behalf of all who benefit from their work.

 

My Top Tips
Top Tips
1
Understand the difference between governance and management
2
Develop a good working relationship with the CEO/Manager
3
Manage meetings effectively
4
Act as a figurehead for the organisation when necessary
5
Play a lead role in complying with the Governance Code
Suggested reading
1
The Chairperson’s Guide – Practical Guidelines for Leaders; Duffy, D., Prospectus 2007.
2
The Principal Duties and Powers of Companies under the Companies Act; Office of the Director of Corporate Enforcement 2015.
SECTION 7: GOVERNANCE

#Chair The Role of the Chair

Published: 08.02.2016 |
Last Updated: 08.02.2016
Derek
Derek
Derek O'Reilly

 Derek is Training Manager with the Carmichael Centre. He coordinates and delivers training and development programmes and customised training for boards and managers. Derek has been involved with the Governance Code Working Group since its inception and is on the Governance...

My Top Tips
My Top Tips
My Top Tips
1
Understand the difference between governance and management
2
Develop a good working relationship with the CEO/Manager
3
Manage meetings effectively
4
Act as a figurehead for the organisation when necessary
5
Play a lead role in complying with the Governance Code
Suggested reading
Suggested Reading
Suggested Reading
1
The Chairperson’s Guide – Practical Guidelines for Leaders; Duffy, D., Prospectus 2007.
2
The Principal Duties and Powers of Companies under the Companies Act; Office of the Director of Corporate Enforcement 2015.

 

Being the chairperson in a community and voluntary organisation is a challenging role and part of its challenge lies in the fact that there are a number of different aspects to the role.  Aside from the obvious task of chairing board meetings, the chairperson has to exercise leadership within the organisation by managing the relationship between the board and the chief executive/manager. The chairperson will also have to manage the board itself.  In a sense, the chairperson is the ‘first among equals’.  In addition, the chairperson will sometimes be called upon to act as a figurehead or spokesperson for the organisation.  The first step towards being an effective chairperson is to understand the role itself.

 

Managing the board

a) Maintaining the governance role.  All boards are responsible for the governance of their organisation.  This means that they need to keep their eyes on the ‘bigger picture’.  However, it is very easy to get drawn into the operational side of things.  When this happens, too much time at board meetings can be spent discussing operational details or individual board members may be stepping into a management role with members of staff.  It is the role of the chairperson to be clear in their own mind about the boundaries between governance, management and operations and to ensure that the board fulfills its governance role and doesn’t stray into management or operations.

 b) Driving recruitment and succession planning. It is difficult for community and voluntary organisations to find and keep new board members.  Successful recruitment of board members requires thought, planning and effort.  Too often it is left to the chief executive to, in effect, recruit their own employers.  It is essential that the chairperson takes the lead in this process, even if the staff do most of the work associated with the process.  A really effective chairperson will also give some consideration to succession planning and how they will be replaced when they step down as chair.

 c) Leading board development.  It is also part of the chairperson’s role to make sure that the board is operating as effectively as possible.  This may involve training to ensure that all board members understand their role and have the necessary skills to carry it out.  In some cases it might involve conflict resolution or mediation if conflict is threatening the work of the board.   All boards benefit from the opportunity to reflect on the way in which they work together and there are a number of ways of doing this such as away days, training and social events.

  

Managing relationship with the chief executive

 a) Overseeing the recruitment process.  The appointment of the chief executive is central to the success of the organisation and therefore a fundamental part of the governance role of the board.  It is the role of the chairperson to oversee that process and ensure that all steps are taken to employ the best possible person for the job.  The chairperson should also ensure that all legal requirements are met in relation to the chief executive’s employment.

 b) Guiding work priorities.    The board are ultimately responsible for the work of the organisation but it is the senior member of staff (who may be the only member of staff for many community and voluntary organisations) who manages and carries out that work.  It is the role of the chairperson to ensure that the work priorities of the chief executive are in line with the aims and objectives set by the board.  It is vital that the chairperson and chief executive meet regularly to discuss and agree work priorities.

 c) Providing support.  The role of the chief executive is also demanding and can be quite lonely.  An effective chairperson will encourage their chief executive to discuss any difficulties they may be facing and act as a sounding board.  While there may be times when they have to act as a ‘critical friend’, this needs to take place against a backdrop of encouragement and support.

 d) Conducting appraisal.  The performance of the chief executive will have a huge impact on the effectiveness of the organisation as a whole and the board have a responsibility to monitor that performance.  As it would be inappropriate to subject the chief executive to ‘appraisal by committee’, the appraisal should be conducted by the chairperson and one other board member preferably on an annual basis.

 e) Succession planning.  The most effective chairperson will also give some thought to what will happen when the current chief executive leaves.  Ideally, this is something that the chairperson and chief executive will work on together.

 

Managing board meetings

 a) Preparation.  A certain amount of preparation is necessary to ensure that the board meeting is as effective as possible.  The chairperson and chief executive should discuss and agree the agenda, trying to make sure that the items on the agenda and any accompanying papers are not too operational in nature.  The agenda itself should tell board members as much as possible about what to expect at the meeting. It is also useful to draw up a calendar of annual items such as agreeing the budget or preparing for the AGM so that they can be scheduled appropriately.

 b) Managing the process and behaviour.  Chairing the meeting itself is perhaps the most obvious part of the chairperson’s role.  It can also be a challenge.  The chairperson must work through the agenda in a timely fashion, but also allow for the necessary discussion and ensure that everyone has an opportunity to speak.   Some board members can exhibit unhelpful behaviour, such as dominating the discussion or carrying on ‘side conversations’ with their neighbours.  Meetings can also get heated and even quite conflictual.  It is the chairperson’s role to deal with these difficulties and detailed suggestions for doing so can be found in Running Effective Meetings.  Where difficult behaviour persists, it may be helpful to spend some time in drawing up ground rules, or a code of conduct.  This makes it much easier for the chairperson to challenge difficult behaviour in an objective manner.

 c) Decision-making.  There should always be a certain number of decisions to be taken at board meetings (or the necessity for the meeting should be questioned).  It is helpful if the agenda indicates where a decision needs to be taken and, where appropriate, supporting papers should outlines options.  The chairperson’s role here is crucial, in testing for agreement and making the decision explicit to everyone.  It may be necessary for the chairperson to put the decision to a vote, in accordance with your procedures and/or your Constitution.

 d)  Checking and signing the minutes.  It is worth bearing in the mind that board meetings are legal documents if you are a Company Limited by Guarantee (CLG).  The chairperson should read over the minutes before they are circulated in order to correct any major inaccuracies.  You must follow due process in accordance with standard practice such as those outlined by the Office of the Director of Corporate Enforcement.

  

Acting as figurehead or spokesperson

 The chairperson of any organisation will be seen by many people as the figurehead or main spokesperson of that organisation.  If there is a chief executive, or a public relations officer on the board, the chairperson will be able to delegate a significant amount of their public duties or contact with the media.  It is also possible to delegate attendance at events or meetings to other board members, as long as everyone is clear about what they are, or are not, able to say on behalf of the organisation.

 However there will be certain meetings that require the presence of the chairperson, such as meetings with significant funders or politicians.  It may also be the case that the media will want a comment from the chairperson if the organisation is receiving adverse publicity.  In these circumstances, the chairperson should have the confidence and competence to rise to the occasion on behalf of the organisation.

  

The Governance Code

 The Governance Code for Community, Voluntary and Charitable Organisations consists of five principles. These are:

  1. Leading the organisation

  2. Exercising control over the organisation

  3. Being transparent and accountable

  4. Working effectively

  5. Behaving with integrity

 All of the above principles provide useful tools for the chairperson, who should play a leading part in the process of compliance with the Code. The final principle of Integrity should not be underestimated. This is about developing and maintaining a culture of honesty, fairness and independence for the organisation. The chairperson needs to lead by example to ensure the board and the organisation genuinely subscribe to this principle on behalf of all who benefit from their work.