Five roles that a board leader alone must don, instead of merely being at the helm of meetings

In many companies, the board's still the last group to know about key decisions. But this is changing. Many boards are now shaping their companies. For boards that want to make that transition, the chair's role is key. There are a few roles that only the chair can play. The test to be applied is simple: if another director should do it, it's not on the list. Here are 5 roles the chairperson needs to don:

1. Decide who's on board

The best chairs own board membership, working closely with, but not delegating it to, the nomination and remuneration committee (NRC). Boards are reluctant to replace directors mid-term. So, ensuring you get the right person is critical. Once they have their board, chairs play a role to ensure each director gets the right feedback, development and motivation to do their best.


This last piece is important. Directors don't often get feedback. This is surprising. Despite the importance of their role, no corporate body is assessed less rigorously, or held more loosely accountable, than boards are. If the chair doesn't give feedback or institutes an independent, external board review to do so, an underperforming director continues, while the rest of the board privately agrees they should not be there. This reduces motivation.

2. Decide board's focus

Most chairs delegate to their CEOs the most important lever for board effectiveness: what the board focuses on. Every good chair we know owns this decision. The best chairs also preserve board time. They ensure compliance matters are dealt with appropriately. And, yet, time taken for them is kept to a minimum.

3. Feedback

The best chairs practise getting feedback immediately after a board meeting, and course-correct. For example, one board meeting ends with a simple 2-min survey of its directors - 5 questions around agenda, dialogue, participation and impact. This allows the chair to recalibrate their approach to the next meeting.

4. Climate control

Work hard on board climate, and keep an ear to the ground. These are 'twin engines' of board performance. Look at reported data of companies that had performance or governance challenges, and you will likely see reported parameters in green - committees, auditors, attendance, etc. What differentiates performance is hard to audit.

Harvard Business School's Das Narayandas says a board can be like talented 5-star chefs trying to cook one meal together. But since each is trained differently, it can end up badly. Best chairs avoid this by working tirelessly outside the room and diligently when facilitating in the room. They are more likely to foster high-quality debate, draw out directors' expertise and seek differing views. When done well, their boards treat dissent as an obligation, and no subject as off the table.

Boards often see materials filtered through the management team. A former Kellogg CEO is attributed anonymously as once saying, 'Problems enter the building as corn flakes, but by the time they get to me, they're frosted flakes.' The chair will encourage boards to meet customers, visit dealerships and listen to analysts who have contrarian views.

5. Orient the CEO relationship

CEOs report to the board. And as the chair leads the board, they must have a close working relationship. The nature of this relationship can vary between CEO-chair pairs. At a minimum, this should include the basics - who owns what, how often they meet, and what they discuss. The toughest elements, and ones that often come in the way, are the soft ones - knowing how to give each feedback, pushing back on each other, asking for help, disagreeing, and yet committing.

Depending on the context and issues before the company, the chair may at one time be hands-off, and at another time quite hands-on. Most chairs don't make these decisions consciously. Also, they often settle into a rhythm early and don't revisit it over time.

Often, boards don't agree on calling time on a CEO, usually because there's always a range of views on CEO performance, and boards like unanimity. This is where a chair has to lead, not follow. Who the CEO should be, and whether the current one is 'it' or not, is a decision that has to be top of mind for a chair.

Too many chairs let these drift through absence of consensus. It is the chair's role to get the board to a decision on these issues. If it sounds like a cross to bear, it is. Being a chair is hard, and one often has to be prepared to take the lead on hard calls.

Not one of these 5 elements appears in a governance report. Boards whose chairs do these things may look no different on paper from boards whose chairs don't. But they feel different in the room. For any board that wants to become stronger, the question is simple: how many of these roles does its chair play?

Mariwala is chairman, Marico, and Khemka is senior partner, Egon Zehnder