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Chair is an Action, Not a Position

December 7, 2017

Posted in: WATSON Views

December 7, 2017
Letter #1

Dear Chair,

Chair is an action, not a position. Whether you’re a first-time chair or a seasoned leader in the boardroom, the single biggest mistake you can make as chair is to step into the role assuming the hard work and learning is behind you now that you have taken your place at the head of the table. Board chair is not a role you master once and coast on, but one that evolves with every meeting, every new director and every unique challenge. It is a boundless learning experience.

Embrace this dynamic leadership journey. Along the way, you will undoubtedly find yourself facing the complexities and subtleties of chairing that are only discovered with time and experience. Expect to stumble across roadblocks as you navigate an ever-changing landscape, lead diverse personalities and steer the board. You will learn your own lessons in your own way.

There are, inevitably, a few lessons I wish I learned earlier in my journey. I wish to share these with you in hopes that a small nugget of advice may help you along the way.

1. Focus on the HOW

When you first become chair, you will likely be given a job description and a list of things you are expected to do in your role. Dig deeper to figure out how – and, more importantly how best to do these things. How to chair a meeting effectively, how to select value-adding committee members, how to prepare an agenda that sets the stage for a productive conversation. There’s little value in knowing what you are responsible for if you don’t know how to do it. Focus on the how as much as the what. Work with the former chair and your network to help fully define the work of the chair in practice.

2. Master the art of the chair

Many of the nuanced, yet critical aspects of chairing can only be learned by doing. Many a novice chair has wondered, when is it better to step in and direct versus hold back my views? It is a fine balance to know when to lead and when to serve. Take time to consider the issue at hand, the board dynamics, and the ever-evolving stakeholder pressures. Step into complex issues with conviction (for example, when the board isn’t paying enough attention to risk or ethics). Lean out and hold your opinion in situations when directors have amply addressed all factors and decisions are forming. It calls for courage and a dash of wisdom to hold your stance when you feel your role should be more than summarizing and seeking consensus. This is an art as much as a science. Take the time (both on your own and with a skilled chair mentor) to reflect on the board’s decision-making rhythms and be open to mastering new approaches in boardroom leadership.

3. Be a “first among equals”

Being a chair is neither a glamorous role nor a walk in the park. It’s also not about you being “the boss” of the board. It’s ultimately about ensuring the organization is successful and uniting a group of people to do what’s best for the organization. The board is a single unit made up of individuals, all with an equal voice – your job is to help bring these often disparate voices together into one single message in support of the best interests of the organization. If you do this well, you will end up with well thought out decisions that reflect the best of the board.

4. Open up communication channels

In the boardroom, it’s your job to make sure everyone feels heard. In order to do this well, you must be exceedingly approachable and intentional about keeping communication channels open at all times. Manage the moments between meetings to engage directors and other stakeholders. Solicit opinions and concerns, but make no promises. Stay ahead of the curve on issues in order to discuss them in advance with directors and the CEO and listen to their concerns.

5. Shape the information

The best board information is comprehensive and balanced, meeting the needs of the board without creating an undue burden on management. Many a chair has the experience and expertise to assess and analyze board materials in a way that even a skilled CEO or corporate secretary may not. It’s up to you to provide this insight and guidance when needed.

When it comes to board meeting materials, focus on quality, not quantity. Well packaged and balanced information allows your board to do its job effectively. Work with management to highlight key issues, trends and risks by layering information and providing additional material that supports, and doesn’t distract from, the recommendations and analysis. And be prepared to take on the oft-dreaded job of ensuring all directors have read the materials and are prepared to actively contribute in every meeting. Start with clear expectations, coach slipping performance and respectfully (and privately) correct action when necessary.

6. Foster a healthy board-management relationship

Neither chair nor board can be deemed successful if management is not successful. Appropriately challenging management information, proposals and strategy falls squarely within the board’s purview. Trust and confidence in management is not a substitute for probing and questioning, it’s a complement. It is up to you to help maintain the delicate balance between reliance and proper oversight and ensure the pendulum doesn’t swing too far. Encourage directors to seek clarity in a healthy and constructive way. It’s not about finding fault, but gathering all the relevant information and being comfortable with the extent of analytic rigor.

There are many more lessons you will learn along this exciting journey. I will leave you to discover these on your own (that’s part of the fun). I wish you luck, courage and patience as you take on this fascinating and important role.


Yours sincerely,

The Intentional Chair

The Intentional Chair is the collective voice of over 30 exceptional chairs who kindly shared their insights, thoughts and experiences with WATSON in support of our passion for real, practical governance learning.

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