Board of Directors Terms & Definitions >
Chairman Of The Board

Chairman Of The Board


The Chairman of the Board (also known as Board Chair or Chairman) is the highest-ranking officer of a corporate board of directors. Typically, the Chairman is responsible for leading and managing the board's overall performance, strategic direction, and decision-making processes. The role of the Chairman also includes representing the company to key stakeholders such as shareholders, regulators, and the general public. In addition, the Chairman may also serve as a liaison between the board and senior management to ensure effective communication and alignment of goals. The position of Chairman may be held by either a non-executive director or an executive director of the company.

Board of Directors Terms: Chairman Of The Board

In any business organization, the role of the Chairman of the Board is quite significant. This is because they are responsible for overseeing the effectiveness of the board in fulfilling its tasks and obligations. But what exactly is the role of the Chairman of the Board in corporate governance?

The Role of the Chairman of the Board in Corporate Governance

The Chairman of the Board is responsible for leading the board of directors in setting the strategic direction of the company. They provide direction and guidance to the board members, ensuring that company policies and goals are in line with the corporate vision. The Chairman also holds the key role of acting as a mediator between the board and the CEO.

Additionally, the Chairman of the Board plays a crucial role in ensuring that the company operates in compliance with legal and regulatory requirements. They oversee the implementation of corporate governance policies and procedures, ensuring that the company operates ethically and transparently. The Chairman also represents the company to external stakeholders, such as investors, regulators, and the media, and is responsible for maintaining positive relationships with these groups.

Understanding the Responsibilities and Powers of a Chairman of the Board

The Chairman of the Board has a diverse range of responsibilities and powers. Firstly, they are responsible for ensuring that the board is functioning correctly. They also work to maintain positive relationships among board members, and ensure that board and company performance meets stakeholder expectations.

The Chairman of the Board also holds considerable power in identifying and selecting candidates for the CEO role. They are also responsible for determining the composition of various committees and for ensuring appropriate board and committee policies and procedures are implemented effectively. This includes setting parameters around what will be discussed at board meetings, enforcing board performance evaluation procedures, and providing transparency in the company's activities.

The Appointment and Election Process for a Chairman of the Board

The Chairman of the Board is typically elected or appointed in a democratic process involving the board members. The individual who holds the position is determined by majority vote based on the skills, experience, and reputation of the potential candidates.

A more complex arrangement may exist in companies with multi-tiered boards, where the role of the Chairman of the Board is held by the lead independent director or the board’s presiding director. In these cases, the appointment and election process for the Chairman takes a different, more complex form.

How a Chairman of the Board Facilitates Effective Board Meetings

The Chairman of the Board plays a crucial role in facilitating effective board meetings. They ensure that correct procedures are followed, that the board remains on-track, and that discussions are constructive and productive. Additionally, the Chairman is responsible for recognizing when a discussion has exhausted its potential and should be moved on.

It is essential that the Chairman of the Board creates a comfortable working environment which facilitates engagement and effective communication among board members. By doing so, they can ensure that different members’ perspectives are respected, and ideas are freely expressed.

The Relationship Between a CEO and a Chairman of the Board

The relationship between the CEO and a Chairman of the Board is critical. They work together to ensure the company's success, and both parties need to appreciate their different roles. In particular, the CEO should recognize that the Chairman is their boss. The Chairman is responsible for setting the goals and objectives of the company and ensuring that these align with the CEO's objectives and strategies.

The Importance of Communication Skills for a Chairman of the Board

Effective communication is a crucial skill for any leader, but for a Chairman of the Board, it is fundamental. The Chairman needs to communicate effectively to ensure that the board and other stakeholders understand the company's objectives, policies, and procedures. Effective communication also helps to foster positive relationships with shareholders, ensuring that their expectations are met appropriately.

The Pros and Cons of Having an Independent Chairman of the Board

There are advantages and disadvantages to having an independent Chairman of the Board. One of the most significant advantages is their lack of connection to the company. They are free to act in the best interests of the company and are not influenced by personal interests or connections to the CEO or board members. However, the lack of a personal connection can also be a disadvantage as the Chairman may lack crucial insights into the company's history and operations. They may also have a limited understanding of the internal workings of the company.

The Difference between a Chairman and a CEO in Corporate Leadership

It is essential to understand the difference between a Chairman and a CEO in corporate leadership. The CEO is responsible for the day-to-day operations of the company, while the Chairman is responsible for overseeing the board and providing strategic direction.

It is essential that both the Chairman and CEO work together with other board directors and executives to ensure the company meets its objectives and goals. Effective communication and cooperation allow both the CEO and Chairman to leverage their experience, skills, and perspectives to drive the company forward.

The Future Trends and Challenges for Chairmen of the Board in Business Organizations

The future trends and challenges for Chairmen of the Board largely depend on changing market conditions, shifts in customer preferences, and global economic trends. The Chairman must be forward-looking and responsive to emerging challenges while balancing short-term and long-term goals. They must remain versatile and adaptable, continuously learning and enhancing their skills through training, education, and collaboration with peers.


As the board's leader and a senior corporate officer, the Chairman of the Board plays a critical role in setting vision, direction, and policies for the company. They are responsible for fostering positive relationships between board members, between the board and the CEO, and with other key stakeholders. Effective Chairmen are expected to have excellent communication, negotiation, and leadership skills. By understanding the role of the Chairman of the Board within the broader corporate hierarchy, businesses can use the position to help steer their organization to success.

Start an AdvisoryCloud

Join an advisory board