Role and Conduct of a Good Chair

This dissertation defines what a Chair could do to maximize the success of its Management Board. The appropriate qualities are listed with explanation. Also included; some conduct to be avoided.

Forethought and Preparation

Inexperienced Chairs often mistake their primary role as managing Board meetings. This is a secondary task to be performed and not the most eminent.

Initial Meeting
When a Board is formed, a long-position symposium will address where the Board should be headed. This plan may be for a one-year or longer term. The Board members, including staff, should be asked for input on this discussion.

Before agreeing to this initial agenda a draft is circulated to all parties for feedback. Any briefing material should include background information including alternatives to be considered.

Briefing Package
Drawing up the agenda is most critical to ensure successful and productive meetings. A significant element in the agenda will be a briefing package which includes a concise executive summary.

If the briefing package contains prepared proposals, then each suggestion should include three alternatives. The agenda items must be of a strategic nature; requiring a Board decision.

The agenda, including briefing package, should be circulated at least five days in advance with modest limits (maximum 6 items) and accompanied with briefing remarks to allow the Board time to consider, research and prepare its input. Some pliability should be allotted to extend time where necessary or address the unexpected.

Minutes
The Minutes of all meetings should be prepared and a draft distributed immediately after each meeting – not weeks later. Minutes should contain all the motions discussed – not only those approved. Moreover, summaries of the views expressed should be noted.

Furthermore, all actionable decisions must be noted for implementation and where execution is delayed, the Board Secretary (whose responsibility is to monitor progress) must notify the Chair. All actionable items and their progress can ideally be assigned to the Vice-Chair, who also monitors attendance of meetings and committees.

Importance of Inputs

A Board should be measured by its input and the evaluation of results.

The following inputs are critical: preparation, Board agendas, Minutes and interaction of members. The Chair’s job is to ensure they are meritorious.

Interaction is not restricted to Board meetings. The Chair should connect with Directors individually in advance and identify issues for the agenda. After meetings, the Chair should call to evaluate and share intelligence of new developments thereby highlighting the importance of each and every member of the Board. In evaluating meetings, the Directors are asked their views on Board meetings for length, airtime allocation and resolutions. The Chair should also invite comments on his/her own performance; how well the agendas cover strategy, compliance and information flow.

Evaluation of Outputs

Be results-oriented – do not measure only by implementation.

Although discussions and resolutions are prerequisite to progress, results are the only true metric of success. Once a decision or policy has been determined, diligence must establish where a matter stands in outcome. Failure to monitor end results may lead to sloppy and lacklustre performances by those assigned to execute directives.

If fulfilment of decisions is not pursued, it effectively negates all the Board’s efforts.

Impartial Management

During Board meetings, all are given equal airtime. No Director can take the floor a second time until all have had the opportunity to speak; and Directors may pose questions only to get clarification, not to launch opinions. Most successful Chairs know not to jump in with answers or impose their opinions.

It’s human nature to yield to temptation and seek control of a meeting. Board productivity declines when the Chair dominates, notwithstanding he/she may have greater expertise in a matter being discussed. The secret to good management of meetings is to allocate sufficient time and carefully consider what each speaker voices while observing the Board’s interest.

The Chair can frame discussion by rephrasing (summarizing) the commentary while separating it from opinions; limiting tangential digressions and returning debate towards proposed resolutions. This requires the skill of listening closely, allowing free rein but also shortening it when appropriate. Offer everyone an opportunity by inviting one-minute summaries so that everyone participates.

Don’t be the boss; remember though you represent the Board, the Directors must remain informed of developments at all times. Equal and fair treatment should also be accorded to all members (of the BIA). This requires as much knowledge as possible about BIA members’ expectations and plans. In turn the Chair keeps BIA members involved with news from the Board, informing them of each meeting’s agenda in advance and sending them a one-page summary of Board decisions. This process can most effectively be accomplished via the BIA’s website as well as email messaging.

To be effective, Chairs must recognize they are not commanders but facilitators. Their role is to create conditions under which the Directors can have productive group discussions. But that process is collective and the Chair’s job is assisting the Board to fulfill it. Good Chairs recognize they are not first among equals. They are the individuals responsible for making everyone on their Board a good Director.

Lead by Example

Restraint
If you want to dominate, look elsewhere. Great Chairs create conditions which energize colleagues to excel. Successful Chairs speak little; interventions should focus on process and participants; vesting and encouraging dialogue equally. When speaking, the Chair must never monopolize the commentary. A good gauge is to keep the Chair’s airtime to less than 10%. Anything greater reflects inferior Chairmanship.

Patience
Good Chairs should be dedicated but not allow their enthusiasm to overpower others and suppress dialogue. The need to move forward should be tempered with reflection on how best to proceed: by doing things properly; avoiding waste of time and money with costly corrections of blunders. Thoughtfulness should also be employed for downstream consequences and developments – what burdens are assumed after a project is completed and what annual maintenance costs are attached? These questions should be asked and answered before a project is launched.

This consideration is critical because Boards rarely have industry knowledge of what is being undertaken. They are vulnerable to sales pitches and promotions intended to “sell” projects. However those making the proposals are not necessarily promoting the Board’s priorities, but their own. Nor are they in the least concerned about protecting the Board’s interests and welfare. Boards are particularly susceptible to ‘advice and help’ tendered by parties that disguise themselves as friends or experts offering ‘to help and facilitate’. The Toronto Office of Economic Development always projects this role – but that Office has its own priorities; which are to advance the City’s interests and agenda. This does not always serve the priorities of the BIA and its members.

Take Committees Seriously

Emphasis should be given to committee reports, as most submissions evolve from previous labours in committee. Experienced Chairs know that work on committees is vital to a Board’s success. Committees are small, their members possess relevant expertise and discussions are always candid. In contrast, Board meetings are more formal. Encourage committees to do the analytical work and prepare resolutions for the Board.

The Chair should play a role when committees are formed by influencing who (providing skill and knowledge) serves on committees and those who serve as committee Chair. The Board’s Vice-Chair should be charged with monitoring the committees’ work through monthly calls, during which he/she gets updates on open issues and ideas for the future. To ensure that regular committee meetings are well attended, the Committee Chair schedules them (well in advance) to dovetail with full Board meetings which would shortly ensue.

The Board and management of Staff

Information is of critical importance in the management of any enterprise. Without information, no person, Board or government can function. Absent facts, details and developments, an agency is handicapped in the performance of its duties.

Almost always the recipient of information and developing events is the staffer or contractor employed by the BIA who operates its daily functions. That individual becomes the Board’s door – its entry-point – for outside contacts.

It’s essential that information inflow reaches the Board at all times. If all interactions are left exclusively to staff, such authorization often leads to the abrogation of a Board’s control and its functions. Too often, staffers are assigned (without oversight) the duty of dealing with the mundane. And what may be mundane or not, becomes the decision of the staffer. This leads to the Board ceding its duties to staff; an act that may have serious consequences.

By yielding to staff the choice of what information passes, the Board confers upon its employees the control over inflow. This creates a chokepoint which, without oversight, effectively transfers the management of Board affairs to staff.

A perfect example of such short-sightedness can be seen with government’s elected officials. When a city Councillor fashions a routine whereby his/her constituents must first be ‘vetted’ by office staff – he/she loses connections with those he/she is supposed to represent. If office staff decide to block contact with the Councillor, it’s the Councillor who suffers the animus of irritated voters.

And yet, we see how frequently staffers assign themselves the decisions of ‘what is best’ for their boss by acting as gate-keepers and thwarting access to the appropriate authority.

Gate-keeping
Such gate-keeping is anathema to good governance. And gate-keeping is what many staffers see as their true calling; to “protect” the boss from mundane and insignificant irritants. But are they qualified to make such determinations? Is it within staff purview to choose what is important and what is insignificant? What happens when the issue being blocked is actually a complaint against the staffer? If there is no access to the Board, how does the complaint move forward? It doesn’t.

Or, what if the matter being restricted may generate additional work or time-demands on the staff? Killing its advancement may relieve the staff of additional tasks – but does it serve the interests of the BIA?

With BIAs, this situation becomes manifest when Boards surrender such duties to staff and compound the error by restricting all contacts exclusively to employees. This results in a Board becoming inaccessible to every outsider without staff consent. If one is dissatisfied with the food or service at a restaurant, and cannot communicate one’s disappointment to (isolated) management, what results?

When staff regress into full-time gatekeeping, the Board has nullified its effectiveness, quarantined itself and is no longer of value to its members. Such evolution is completely the fault of the Board, particularly the Chair. Gate-keeping is the single-most critical element which can effectively destroy the BIA’s value and performance.

This is one of the few instances in governance where the BIA Chair must assume the additional duty of a Chief Executive Officer* (CEO) and oversee staff performance and productivity. At no time should staff exclusively control inflow or render decisions which fall under the purview of the Board.

One way to avoid such abrogation of authority is to post the contact numbers and email addresses of all Board members on its BIA website. Incredibly, there are BIAs which refuse to post even the names of Board members.

Additionally, to ensure operational performance, staff must be monitorred. Too often, Boards and Chairs abandon all matters to staff, presuming the universe is unfolding as it should.

Not so. And if that is the style of governance in a BIA, then why not let the staffers run the show while the Board goes into full-time slumber? Why meet and pretend at management, when responsibility for decisions is relinquished?

Caveats to staff supervision
One important caveat with staff oversight: it is absolutely unacceptable to have every Board member critique staff. Although the Board is the collective “boss”, staff reports to the Chair or its designate. It is absolutely improper, unfair and impractical to expect staff to answer to, (or please), every Board member. Workers should not be subjected to several overseers. Whoever has oversight of staff must ensure that no other member of the Board power-trips on employees – a temptation embraced by frustrated members who are irritated by other factors. The staff must not be used as everyone’s convenient punching-bag.

Nor should staff be subjected to Board politics: it is at an unfair and lethal disadvantage. If the Chair has not previously had employees, it should designate the task to someone who has management experience with workers. It is an acquired and difficult skill.

Summary

A Chair should strive towards progressive initiatives, leading by example and maintaining responsibility. This enables making greater demands from, and having higher expectations of, the other Board members.

Avoid the suppression of the collaborative spirit by forcing votes. Where there are disagreements, reach for accord through discussion (even prolonged) until consensus materializes.

When a decision has evolved, ensure everyone understands it by properly summarizing the intent with clear, concise, specific wording.

Insist upon attendance at all Board meetings. Two to three hours each month is not overly exacting. Schedule meetings by reverse-polling; request everyone to specify which days and times they are not available. The responses will reveal windows where everyone is available. Schedule meetings accordingly, preferably several months in advance. (Do not poll which days/times they are willing… those choices will always conflict and no consensus will result; contributing to repetitious absences).

Bear in mind that 3 unexplained absences in a (4-year) term justify removal from the Board.

Metrics of a good BIA Chair

• Chair’s airtime – not to exceed 10%
• Staff presentations – not to exceed 20%
• Agenda Items – not to exceed 6
• Meeting time – maximum 3 hours

*The CEO role is often confused with the position of Chair. BIAs often combine the two due to ignorance. They are separate and different. The CEO is the operational authority of a corporation. The CEO is responsible for the implementation of the Board’s decisions.

The following best illustrates the distinctions:

Chairman of the Board; facilitates the leadership and planning for a corporation. (In government, the position is akin to a Crown Minister. Subordinate to Cabinet).

Chief Executive Officer; responsible for the implementation of Board decisions. (In government, this would be the Deputy Minister who oversees the Cabinet’s decisions and policies are carried out. Subordinate to the Minister).

Staff; equivalent to civil servants who, under departmental hierarchy, carry out operations.

(Editor’s Note): In the late 1700’s, most houses consisted of a large room with only one chair. Commonly, a long wide board folded down from the wall and was used for dining. The ‘head of the household’ always sat in the chair while everyone else ate sitting on the floor. Occasionally a male guest would be invited to sit in this chair during a meal. To sit in the chair meant you were honoured, or important and in charge.

They called the one sitting in the chair the ‘Chair man.’ Today in business, we use the expression or title ‘Chairman’ or ‘Chairman of the Board.’

Co-authors; S. Papatheodosiou and B. Brackenreid

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