Susan Rector
Director: Peoples Bancorp Inc. and Peoples Bank
Demystifying the Role of the Independent Board Chair
As a new board chair, I found relatively little written about the role of an independent corporate board chair. So I decided to share my learnings from my nearly four years of experience in this role. I hope this will fill in the gaps for other board chairs and perhaps also for committee chairs who share some of the same issues.
Before discussing what the independent board chair role is, it will be most instructive to consider what the role is not.
The role of the board chair is not:
- To be the smartest person in the room or the subject matter expert. Boards typically have one chair and nine to 12 board members. Not everyone on the board needs to be a subject matter expert for the industry in which the company operates. Certainly, it is critical to have that skill set represented on the board, but the chair need not possess that expertise.
- To be a team builder for the entire board. It is important − perhaps even imperative − that the CEO or his designee build a strong team. The board in contrast needs to be capable of “teaming,” which is coming together five, six or more times per year to make decisions and provide oversight and guidance to management on strategy. Board members need to build rapport and respect each other to participate in effective boardroom discussions. They need to come together to assess and solve problems, sometimes for the first and only time. They need not build the same type of team that defines team norms and builds trust to work together day after day to collaboratively execute business plans for the company.
- To be the most vocal, to speak first or do most of the talking in the boardroom. A chair is a board member and needs to be willing to voice an opinion and rationale for that opinion. Speaking first or taking a lot of airtime during the meetings can stifle discussion or make it less likely that all views are heard and taken into consideration.
- To occupy that role for life. A board chair, unlike a Supreme Court justice or federal judge, is not appointed for life. A chair should only serve as long as his or her ability to facilitate discussions and lead the board continues to make sense. That could change for a variety of reasons. Like individual board member terms, our chair's term is subject to annual elections.
In short, by examining what the role is not, we arrive at what the role of an independent board chair is. And that is being the chief facilitator tasked with bringing out the best of each individual board member so the board adds maximum value to the company and its shareholders. The chair needs to focus on people and process to bring out the best of each board member.
Some tips for being a strong, effective chair include:
- Build a relationship of trust with management, especially the CEO. It is critical that the personal relationship between the CEO and the chair be built on a foundation of trust and mutual respect to permit honest give-and-take and for both persons to effectively perform their role. Similarly, the board and the rest of management should ideally share the same relationship of trust and mutual respect to be the most effective for the company's benefit.
- Participate in lifelong learning, particularly peer exchanges and reading on current topics in the boardroom. As chair, your role is guiding board discussion and setting the agenda for board meetings and retreats. Knowing current and emerging issues for boards and chairs can make that part of your role much easier.
- Practice radical candor and accessibility. As a board member, you owe your fellow board members radical candor as to all dealings and to make yourself available and accessible for questions, issues or concerns.
- Don't speak first, but do speak as part of board deliberations to contribute your thoughts. You owe it to other board members for them to know where you stand on any issue.
- Ask for feedback. Also, be prepared to give feedback, both formal and informal, to members of the board.
- Be self-aware. Know when it is time to pass the baton to the next chair to give the next board member the opportunity to serve. Aim to leave when you are at the top of your game and only after making preparations for a smooth, seamless transition.
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