Chairman
Candlefocus EditorAs the most senior board member, the chairman often has a significant influence on decision-making, both in terms of setting the overall agenda and also having an influence on how the board votes on particular resolutions. In some cases, the chairman is elected by the board, but in others, the chairman is appointed by a majority shareholder. The chairman also often takes on duties that the CEO does not have the time or expertise to do, such as coordinating the board's activities and functions, welcoming guests to board meetings, and writing board reports.
The chairman also has an important role to play in ensuring that the board is transparent and accountable in its decision-making, and free from conflicts of interest. To achieve this, they should facilitate open and respectful communication between board members, ensure that all views are communicated and considered, and ensure that all decisions are taken with the best interests of the organization in mind. Ultimately, the chairman should be an effective moderator who is capable of bringing out the best in the board and allowing them to reach a consensus.
In some companies, the roles of the chairman and CEO are combined, with the same individual overseeing both executive functions. While this can be effective, there can be a risk to having one individual in control, with fewer checks and balances in place to protect against conflicts of interest and abuse of power. In such cases, it is important for the board to ensure that the same individual does not have too much influence, and that decisions taken are still in line with the best interests of the organization.