Appointing a Chair for the Board – 4 essential steps

“Who wants to be Chair”?  “Not me”.  “Not me”.  “I haven’t time ……”  Alas, this is the all too familiar conversation in a charity boardroom when the current Chair is stepping down.  Shame on those boards and their members; they are the ones that get the whole sector a bad name!  The importance of having an effective board Chair can’t be over-emphasised.  They lead the board and represent it to all stakeholders.  Their ability, commitment and passion for the work must be beyond doubt.  Well run boards take a much more pro-active approach, which goes something like this:

1. Planning – the current Chair, and the Nominations Committee, are clear about when the current Chair intends to step down. Two or three years is enough for the role if it’s being done properly.  If the Vice Chair has been appointed with the intention that they will take up the reins, that’s great.  Provided everyone has confidence in them, it should have been an effective ‘induction’ period to board leadership, and they will be ready to go.  In any case, the Nominations Committee should have developed a very clear Role Description and Person Specification, and the board should appoint the Chairman on that basis (unless the Articles of Association require some other process).  If there isn’t a suitable candidate within the board, wider promotion should be undertaken, using networks that would include people matching the requirements.
2. Role Description – there should be clarity among everyone involved – board members, CEO, prospective candidates for the role – what the role involves, and what tasks the board delegates to its Chair. Typically, those would include:
   1. Lead the board – ensure that board members understand their role and fulfil it, running the charity in a way that best achieves its charitable objects. Ensure processes of board development and review create a continual culture of board learning.  Ensure effective delegation to committees and CEO.
   2. Develop the board calendar, with support from the CEO, to ensure that all meetings (including Away Days) are in diaries, and to prepare for the recruitment of new trustees to fit with the AGM.
   3. Support and liaise with the CEO – ensure the agenda is planned to make best use of the board’s time, ensure the information brought to the board is of the right quality and level, and that board members receive all papers at least a week before meetings. Lead the process of CEO performance appraisal.
   4. Chair board meetings, ensure they are well run and make clear decisions. Quality assure draft minutes before they are issued to board members.
   5. Represent the charity with key external stakeholders.
3. Person Specification – If in doubt, don’t appoint. The role of Chair is too important to take any shortcuts.  The role is both demanding and fulfilling.  It requires someone who really understands the complexities of charity governance, and has both the humility and assertiveness to get the best out of everyone involved.  Their integrity should be beyond question, and they should be able to develop effective working relationships with each individual in the board team, and with the CEO.
4. The Chair should lead the board to appoint a Vice Chair that can support them which things are going well, challenge them when they aren’t, and lead the process of their performance review. The Vice Chair can also deputise if the Chair is unwell.

As soon as the new Chair and Vice Chair are appointed, they should begin the process of succession planning for the roles when they will step down.

Joy Allen
Leading Governance

For more information about what makes a great Chair, click here.