The Board Chair

The Board Chair from the book ‘So You Want to Be a Director?’

It is interesting that the Corporations Act simply states that the Chair is the person who chairs the meeting. They do not have any formal authority beyond that of the other directors, although recent legal cases seem to imply there may be a higher degree of liability in that role if it is tested in court.

While the Chair has no extra formal authority, they often provide firm leadership by gaining the respect of the board. The Chair will generally be paid about 1.5 to 2 times the fees of the other directors because the workload is much greater. A Deputy Chair is often paid about 1.2 times the fees of other directors in case they need to stand in for the Chair.

The Chair is usually an ex-officio member of all Board committees and can attend any they need to sit in on. They also approve the agenda for each Board meeting in liaison with the CEO and Company Secretary. The Chair ensures all meeting papers are sent out well before any Board meeting and is responsible for upholding the governance standards of the Board.

Apart from this, the Chair represents the company at many functions and events and chairs the Annual General Meeting. The Chair is the link between the CEO and the Board and will often meet with or talk to the CEO between meetings.

A good Chair can make a real difference to the quality of the Board, so it’s essential to know what you’re doing.

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