Chair of the board: role and responsibilities

A board is only as good as its meetings, and its meetings are largely the chair’s work. The chair rarely decides anything alone. But the role has real influence over what reaches the agenda, how the discussion runs and whether the awkward question gets heard. This guide covers the role of the chair, where its limits are and how the chair works with the chief executive. It’s general guidance, not legal advice.

The role of the chair

The chair of the board leads the board’s work. Most of the role is practical, and it follows the board’s year.

• Plan the year. Set the meeting dates and make sure the recurring items, such as budget, annual accounts and board evaluation, come up at the right meeting.
• Prepare each meeting. Set the agenda with the company secretary or whoever supports the board, and with the chief executive where there is one. Make sure the board pack reaches members in time to read it.
• Run the meeting. Keep the discussion on track, give everyone room to speak and summarise each decision so the secretary can minute it clearly.
• Follow up. See that decisions are carried out and reported back to the board.

Our guide to the board meeting goes through the meeting cycle step by step.

How the chair is appointed

It depends on the articles or the governing document. Many UK companies have articles based on the Model Articles, the default articles under the Companies Act 2006. There, the directors appoint one of themselves to chair their meetings, and can end that appointment at any time. Some articles give the choice to the shareholders instead.

In a charity or other nonprofit, the governing document decides. Some have the trustees elect the chair, others the members at the annual general meeting. Many boards also appoint a vice chair to stand in when the chair is absent.

Where the chair’s power lies, and where it ends

The chair is one board member among equals, and the title alone doesn’t let the chair decide for the board. The articles or governing document may give the chair limited powers, and the board can delegate specific tasks or decisions. A chair who is an authorised signatory can act for the organisation within that authority, but matters reserved to the board still go to the board.

Whether the chair has a casting vote also depends on the rules. Articles based on the UK Model Articles for private companies give the chair one when the votes at a board meeting are tied. That doesn’t apply if the chair may not vote on the item, for example because of a conflict of interest. Many other articles and governing documents give no casting vote at all.

The chair’s real influence lies in the process. Setting the agenda shapes how the board spends its time, and running the meeting shapes the discussion. But the agenda belongs to the board, not to the chair alone. Good chairing is therefore open about the process. The agenda reflects what the board needs, not what the chair prefers, and objections come out before the decision rather than after it.

Three habits of a good chair

Speak last. A chair who gives a view early tends to set the board’s starting point. Ask for the others’ views first, then add your own.

Watch the room. Who talks, who gets interrupted, and which perspective is missing? Bring in the quiet members by name before the discussion settles.

Deal with disruption early. A member who dominates, or one who never prepares, usually needs a private word before the next meeting. Raising it in front of the board rarely helps.

The chair and the chief executive

Where there’s a chief executive, the chair is usually the board’s main contact between meetings. The relationship gives the chief executive a sounding board, gives the chair early warning of problems and makes the next agenda easier to agree.

The relationship matters, but it has a limit. The chair shouldn’t present a personal view as the board’s position, and doesn’t replace the board. Anything material goes back to the full board.

Whether one person can hold both roles depends on the organisation. In a private company it’s a matter for the articles. Provision 9 of the UK Corporate Governance Code, the Financial Reporting Council’s code for listed companies, says the roles should not be held by the same person, and that the chair should be independent on appointment. Listed companies that apply the Code follow it or explain why not. In a charity, the chief executive is normally a member of staff, not a trustee. Combining the roles there needs specific authority and careful handling of the conflict. Our guide to the charity trustee role explains why.

How Hippoly helps

Much of the chair’s job is logistics, and that’s the part Hippoly handles. The board’s year goes into the annual planner. The agenda builder starts from a template or the last meeting’s agenda, and the materials attached to each item become the board pack. Before the meeting the chair can make private notes and annotations on the materials. Afterwards, the secretary writes the minutes and sends them for e-signing in the same flow, and the follow-up goes into actions. Read more about what a board portal does, or book a demo to see it.