Chairman of the Board Guide: Roles, Responsibilities and Difference with CEO

The chairman is a key position in a company’s board of directors, presiding over meetings, providing strategic vision, helping steer the company, and sometimes serving as a spokesperson for the whole organization.

In this article, we’ll take a look at the board chairman’s responsibilities, the importance of their role in corporate governance, and how this reflects on their regular activities.

Chairman of the board responsibilities

The board’s chairman (sometimes also called the president of the board) is above all a leader, a facilitator, and a communicator. The chairman of the board’s responsibilities nonprofit include the organization of board meetings, ensuring proper communication between the board and the Chief Executive Officer, and providing strategic guidance to the company as a whole.

Chairs all over the world are experiencing a shift in their responsibilities and duties, as there are five significant factors contributing to this change.

It is crucial to acknowledge the emerging trends and challenges that chairs worldwide are facing. Let’s look at the roles and responsibilities of the chairman of the board below.

• Preparing board meetings. The chair sets the agenda, determines meeting frequency, etc.
• Presiding over the board of directors. The chair calls the meeting to order, determines if a quorum is present, announces when the board arrives at a decision, helps steer the meeting and keep discussions to the point, and enforces rules when needed.
• Providing strategic vision. The board looks to the chairperson as the leading figure in determining the organization’s long-term goals — its mission, values, and desired end results.
• Engaging with the CEO. The board chairperson acts as a bridge between the board and the CEO and other senior level executives, ensuring proper communication between the governance side (the board) and the implementation side (the CEO), and communicating with the executive committee as needed.
• Facilitating communication within the board. The chairman works to bring out the best value out of each board member, making sure everyone is heard and identifying what directors can make unique contributions to the topics at hand.
• Representing the company. Chairman of the board duties can sometimes include being called to act as an ambassador to the company, making public announcements, working with the media or with government officials, and protecting the company’s reputation through and through.
• Providing guidance to senior management. The chair provides guidance to ensure that company actions conform to its overall mission and values.
• Appointing sub-committees. Following board decisions, the chairman of the board can appoint audit, governance, or compensation committees, among others.

Chair’s roadmap: agenda and ‘cheat sheet’

To make sure that a board of directors is effective, it’s important to have a clear direction and a well-prepared chair. This section provides you with a sample agenda that will help you run productive and focused board meetings. 

Additionally, you’ll find a “cheat sheet” that contains important information and best practices to help you be successful in your role.

Agenda item	Description	Estimated time
Meeting title and date	Include the specific meeting name and date at the top.	N/A
Attendees	List all invited participants and their affiliations (if applicable).	N/A
Apologies	Note any apologies received in advance.	2 minutes
Welcome and introductions	Briefly welcome attendees and introduce any newcomers.	3 minutes
Approval of previous minutes	Allow time for review and approval of the minutes from the last meeting.	5 minutes
Reports	Schedule time for designated individuals or committees to present reports.	(Depends on reports)
Discussion items	List the key topics for discussion, allocating estimated time for each.	(Depends on topics)
Guest speakers (optional):	If applicable, include details about guest introductions and presentations.	(Depends on speaker)
Motions and voting (optional):	If votes are required, clearly state the motions and allow for discussion before voting.	(Depends on motions)
Action items	Summarize any action items assigned to individuals or committees with deadlines.	5 minutes
Next steps and announcements	Briefly outline upcoming events, deadlines, or other relevant information.	3 minutes
Adjournment	State the official end of the meeting.	2 minutes

Leading the meetings is one of the duties of the chairman of the board nonprofit. Thus, it’s important to have a steady hand and a good understanding of responsibilities. We’ve put together a helpful guide, called the chair’s cheat sheet, to give the essential knowledge and best practices one needs to feel confident in running the meeting.

Cheat sheet item	Description
Meeting Objectives	Briefly list the desired outcomes for the meeting.
Discussion Prompts	Prepare thought-provoking questions to keep discussions focused and productive.
Time Management	Allocate time slots for each agenda item and stick to the schedule as much as possible.
Decision-Making Process	Outline the process for reaching decisions (e.g., majority vote, consensus).
Parking Lot	Dedicate space to note down any topics that need further discussion outside the current meeting.

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What are the main qualifications of a board chairperson?

Almost always, the chairman of the board already occupies a board seat before other board members or shareholders elect him or her to preside over the board.

Being the board chair requires playing several very different roles and entails a great degree of responsibility, as the chair exerts ultimate oversight over the board as a whole. As such, it’s a position that demands a very particular skill set — the chair should be a person of character, firm, stress-resilient, but at the same time also sensitive to the needs and voices of other board members. 

Our experience shows us that successful board chairs invariably possess most, if not all, of the following traits.

1. Industry expertise

For obvious reasons, the chairman of the board should be on top of his company’s industry and possess considerable experience and understanding of it. Drawing on this expertise, the chair is able to help formulate a comprehensive strategy for the organization.

2. Strong leadership and communication skills

The board looks to the chairperson for leadership. As such, the chairperson must have the ability to command respect — but also be an effective communicator, bringing out the best out of fellow board members and collaborating with the CEO and other senior executives as needed. Effective collaboration between CEO and chairperson is often a part of the executive communication plan.

3. Ability to manage and motivate people

Among the many interpersonal skills required of the chair are the ability to handle conflict and dissent within the board, finding solutions that can solve complicated situations to the company’s best interests. 

The role of the board of directors chairman also includes effectively steering board meetings, including:

• Not allowing conversations to meander
• Making the best use of time
• Keeping everyone on the relevant agenda topics
• Enforcing parliamentary procedure and preserving order
• High ethical standards and integrity

It goes without saying that the board chairperson should be an unequivocally dependable and ethical person. The board chair should remain uninvolved in petty squabbles within the company, never taking sides and remaining a voice of authority and reason even in challenging times.

Furthermore, it is vital that the board chair immediately disclose any conflicts of interest that might arise at any point.

4. Understanding of corporate governance and regulatory requirements

The chair must be able to leverage its understanding of corporate governance and regulatory requirements, including state and local regulations and industry standards, to guide board members in establishing transparency and accountability.

Board chairs should also keep abreast of relevant industry developments to help ensure the compliance and responsible governance at all times.

5. Ability to handle crises

As they say, it’s not a question of if, but when. Crises invariably arise, and when they do, the board chairperson must be able to take difficult decisions in a stressful and changing environment, without compromising what the organization stands for.

6. Availability

Between preparing and leading board meetings, constantly communicating with other directors and the chief executive, and helping represent the company to investors and the public, the board chair wears many hats and must have plenty of time available to properly fulfill each of his or her roles. 

Although an oft-disregarded requirement, this can nonetheless make all the difference between an excellent board of directors and a poor one.

Check out our board effectiveness checklist to see if there are areas for improvement.

Challenges and opportunities a board chair faces

What really makes an outstanding chairman is how they deal with the many difficult issues they face in their role. These tough questions are a challenge, but often also an opportunity for a chair to show stellar leadership and set the company above the competition, becoming an effective board member.

Below you can find three common such challenges.

1. Avoiding the urge to micro-manage

The board’s focus should be on end results, not on the means used to attain them. As such, the chair should be ready to identify when the conversation starts veering towards unproductive specifics or technicalities, and guide the discussion back to the general topics within its competence.

2. Adapting to change

In our experience, resilience to change is a key predictor of a company’s ability to survive and thrive in challenging and volatile market conditions. 

As one of the chief architects of the company’s long-term strategy, the chairperson must be able to provide leadership in key comments, embracing the need for innovation and working with the board to identify opportunities even amid industry disruption and during economic downturns.

3. Working with the CEO

While the board provides strategy, the executive director provides actual implementation. This means the partnership between the board chairman and the chief executive is key to a company’s success. The chairperson should work to build a strong, positive relationship with the CEO, collecting the CEO’s feedback on specific agenda points and keeping him or her well-informed of board deliberations and decisions.

Tendencies for chairs in 2024

The chair’s job has been changing a lot lately. Even though some duties are still the same, the focus has moved towards being more actively engaged in leadership. In this section, we want to share some important trends that are shaping the chair’s role in 2024.

1. Deeper board engagement. Chairs used to just oversee what was happening at the company from a distance. But now, they’re expected to understand what’s going on and work closely with the CEO and other leaders. This way, they can give good advice and help make important decisions.
2. Making a difference in society. Companies are realizing their impact on the world and taking the lead in doing good things for people and the planet. Thus, chairs are talking to different stakeholders and ensuring ethical and responsible practices.
3. Crisis leadership is the new normal. Sometimes, bad things happen that nobody could have predicted. Chairs are helping their companies be more ready for those kinds of things. They’re making sure everyone knows what to do if something unexpected happens.
4. Digital transformation is a must. The COVID-19 and geopolitical conflicts made it important for companies to use technology to talk to each other and get things done. Chairs know that technologies make things easier and faster, so they’re making sure everyone is using it the right way.
5. Prioritizing people and сulture. Chairs are expected to promote a healthy and supportive work environment, ensuring that employees feel valued and recognize the significance of their work.

Difference between chair and CEO

Although the role of the chairman of the board and the CEO position may sometimes coincide on the same person, they are entirely different and the responsibilities that befall each function should be clearly defined.

The board chairperson, as seen above, presides over meetings and works in the sphere of the company’s general governance. Strategy, vision, and long-term planning are all within the chairman’s purview.

The chief executive, on the other hand — and as suggested by their title, — deals with the execution and implementation of a company’s operations daily. Even though the CEO is engaged in a company’s long-term plans, their proper sphere is direct management, rather than overall governance.

Sometimes, in a small company, one person can hold both the positions of Chair and CEO in terms of board composition rules. This can work well if the person is capable and skilled enough to handle both roles. However, this setup can also lead to one person having too much power with no proper checks, board evaluation, and balances.

The collaboration between the Chair and CEO is extremely important for the success of the company. They should work together effectively to develop and implement a strong strategy.

These differences between the chairman vs CEO are illustrated in the table below.

How board portals can help the chairman of the board role

Staying on top of all the communication and information flows involved in a board leadership role is never easy, but the tasks facing board chairs can be simplified considerably with the use of the right tools. 

Over the past few years, board portals have become an essential tool that helps board directors and chairs in a variety of ways, including:

• Preparing and following up on board meetings
• Organizing and distributing the meeting agenda
• Taking and storing meeting minutes
• Generating committee reports
• Sending out RVSPs and other materials
• Conducting votes or polls
• Storing and sharing sensitive info securely

With the ability to generate reports, graphics, and other analytics, portals are also extremely useful for tasks such as conducting audits or conducting a board succession planning process.

The best providers of board portal software possess a number of certifications, such as ISO 27001, SOC-1 and SOC-2, and are HIPAA and GDPR compliant. 

Key takeaways

It’s easy to see that the many chairman of the board roles and responsibilities are extremely significant in their impact on an organization’s success.

Chairman of the board duties and responsibilities include providing strategic planning, conducting meetings, and collaborating with the chief executive to ensure company actions are closely aligned with good corporate governance. 

At the end of the day, a company can either rise or fail on the leadership provided by board chairs. Make sure your organization is well-prepared — and has the tools to get the job done.

FAQ

What is the chairman of the board?

The chairman, or chairperson, leads the board of directors. They act as the company’s guiding force, ensuring good governance, and strategic direction, and fostering a healthy board dynamic.

What does the chairman of the board do?

The chairman’s primary responsibility is presiding over board meetings, as well as working as a link between the board of directors and the chief executive and helping provide strategic vision to the company. In many companies, the chair can also be tasked with representing the company before investors and other stakeholders.

Is there a term limit for the board chair?

In most legislations, there isn’t a pre-set term limit for the role of chairman, although some do require that terms be agreed on. This means the question is usually left to be decided by the organization’s bylaws. The US-based National Association of Corporate Directors (NACD) recommends a 10-15 year as a best practice term limit.

Are the CEO and the chair of the board usually the same person?

Most often, the CEO and chair roles are charged to different persons. This is considered a good practice, since there is a clear-cut difference between what is expected of the chairman of the board and vs CEO’s responsibilities. When the same person does play both roles, a lead director is usually appointed to assist and stand in for the chairperson when necessary.