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How-to Library • Featuring articles from past issues of Contributions

Ensuring Your Incoming Board Chair Does the Best Job Possible

by John Carver

Everyone knows that the chair is an important office. The board needs a chair to help achieve board success, just as it normally needs a CEO to achieve organizational success. Here are the suggestions I’ve given to newly elected chairs.

1) Be the chief governance officer, not a part-time CEO.

The chair’s job is to see to it that the board operates in line with its commitment and, when applicable, to make the board confront discrepancies between its behavior and its ideals. That is, the chair’s proper focus is on making sure the board gets its job done. But if the chair tries to get between the board and its CEO, no matter how well intended, the CEO's role is weakened possibly to the point that it is no longer a real CEO.

2) Lead the board to define its own job and commit to its own discipline.

The trick for the chair is to use his or her skills to influence the board to be self-responsible as much as possible, particularly to engage with the challenge of group leadership. After all, it is the board that has the authority, not the chair. It can and must delegate to the chair and to the CEO, but it cannot escape its accountability for the total. People get on boards because they are seen as good individual decision-makers, but once on the board they are immersed in group decision-making. That is an unfamiliar skill to most of us. A good chair can help the magic happen.

3) Lead the board to evaluate its performance frequently against written expectations about its job outputs and its discipline.

No matter how intelligent and well-meaning, no matter how experienced, board members tend to stray from the precise discipline the job demands. Almost constant self-evaluation against written rules is called for and can be achieved without time-consuming navel-gazing.

4) Lead the board to create its annual agenda in broad strokes, so you can fill it in meeting by meeting.

After all, meetings belong to the board, not to the chair and certainly not to the CEO. So many board meetings are not boards’ meetings at all, but CEOs’ meetings for the boards. The chair can help a board grapple with solving that typical board sin, thereby taking ownership of its job.

5) Keep meetings efficient, while valuing participation and dissent.

Board meetings don’t necessarily need to be long and frequent. But they should not be hurried to the point of squelching dissent. I’ve seen many “businesslike” board meetings at which there is no chance for substantive policy-level thought to take place. A chair can help bring out dissent, help make it part of the accepted board culture. For example, a chair can say, “I don’t think we’ve heard all sides of this yet. Maybe no one here has another view, but since there are other views, though not held by board members, we should hear them as well. Who can speak for another point of view?”

It is important to recognize that the board as a group must always accept that it – not the chair – is the primary authority. If the board is not doing its job satisfactorily because it has a poor chair, only the board can be blamed. That is the price of being at the very top of the chain of command; failure can never be blamed on someone below! So the chair cannot save the board from assuming responsibility for itself.

A provocative authority on governing boards, Dr. Carver is the creator of the Policy Governance® model. He is author of Boards That Make a Difference, John Carver on Board Leadership, and over 160 published articles. He co-authored Reinventing Your Board, the CarverGuide Series, and Corporate Boards that Create Value. He co-edits the bimonthly Board Leadership. He and Miriam Carver, his wife and consulting/writing colleague, live in Atlanta. He can be reached at johncarver@carvergovernance.com

 

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