The role of the chair and how a NED can help

Chairing a board is a bit like conducting an orchestra, creating harmony and success by the collective contribution of all. The IDT team recently discussed the topic of the role of the chair, bringing their combined experience of individually acting as a chair in a multitude of companies and sectors, from large to small. As you would expect, the discussion was wide-ranging, so here we pick up on the 3 Ts of that discussion: timing, tone and talent.

Timing

One of the roles of a chair is to ensure that there is a good workable agenda. Keeping to that agenda is the most fundamental task of any Chairman. A good agenda has purpose and a timeline. Without control to a timeline and direction a board meeting may achieve little and extend beyond its scheduled time.

IDT tip: have a large clock visible to all board members at all times. Add timings to your agenda to indicate which agenda items are expected to have most time allotted to them.

Tone

The chairman sets the tone of the meeting from the outset. The FRC guidance notes that the role of the chair includes shaping the culture in the boardroom. Is it consultative and collegiate? Dictatorial and aggressive? Noting that different tones may be required for different meetings. The COVID-19 pandemic has surely changed the dynamics in your board meetings.

IDT tip: As chair, have a few phrases that are natural to you that you can use to curtail excessive contributions by one individual, or topics that are overrunning their allotted time. 'What are your thoughts?’ 'Let’s take this topic outside of this meeting for further discussion’ ‘All good points made, does anybody have a different view.’

Talent

A board meeting needs inputs and robust discussion. This can only be achieved through having a board with differing views, experience, attributes and knowledge, by default a diverse board. This diversity and difference is invaluable in the decision making of a board and setting a strategy for a company. If a board is staid, static and similar in all its components, its ability to adapt, grow, and progress will be severely hampered. 

IDT tip: as chair, speak with other board members outside of the meeting schedule to understand their drivers and which topics they have most to contribute to. Agree with them before each meeting, especially in the case of new board members or those with limited board experience, that you will be calling on them to contribute on specific agenda items so that they can prepare their thoughts ahead of the meeting.

The role of the NED

What is the role of the non-executive director in relation to chairing meetings?

The NED acts as the interface between, for example, board members who do not feel they are getting their opportunity to talk and the chairman keen to get through the business at hand. The NED encourages participation both by showcasing through their own contribution, but also by nurturing and encouraging the contribution of others in support of the chair and discussion by the board in general.

An experienced non-executive director with board experience can bring good advice and help focus the board, the chairman and the chief executive officer. These skills require the NED to fully understand the culture of the company. Through a process of ‘Listening’, ‘Challenging’ and ‘Supporting’ the board, the NED can act as a bridge with the chair to bring people together.

With a collaborative working relationship, the chair and a NED can create a powerful combination. A combination that can be strengthened by their combined strengths but does not detract from the ability of each to have independent views and contributions, which may also be contrary to each other. Their interaction can epitomise a collegiate working relationship with disparate views underpinned by mutual trust and respect.

Can a NED chair a meeting?

A non-executive director may be asked to chair board meetings, either as an occasional substitute or permanently appointed to the role. The suggestions around the agenda preparation, contents, roles and responsibilities still apply.

For the NED, preparation is even more important, detached from the day to day activities, they rely on board papers and communications with other board members.

It is clear from our discussions that the right level of engagement by the chair will vary from company to company. Many different qualities need to be exercised by the chair of a meeting and, in particular, they need to be a perceptive reader of people and circumstance. With such a broad range of qualities needed within one role, having an NED by their side is invaluable for any chair, if only to be able to share the practicalities and have a trusted confidante in the room.

Michael Strahand, Lionel Zeltser & the IDT team

If you are looking to appoint a chair to get the best out of your meetings, or are a chair yourself and would benefit from having an experienced NED by your side, contact IDT for a confidential chat at info@directorsandtrustees.co.uk

Independent Directors and Trustees is a collective of experienced UK resident directors and trustees who share their knowledge and experience amongst themselves for personal development and the benefit of the boards on which they are appointed www.independentdirectorsandtrustees.co.uk