By Barry Bader
If hiring and overseeing the CEO is a governing board’s “number one” responsibility, as Peter Drucker once said it was, then number two has to be selection and evaluation of the Board Chairperson.
A chairperson plays a powerful role as the individual who sets meeting agendas, determines board work, and presides over the executive committee. The chair is the primary liaison with and sounding board for the CEO, and leads the CEO evaluation process. The chair is a role model, enforces the code of board conduct, appoints committee members and committee chairs subject to board approval, and acts as the external “voice” of the Board. A board chair leads the board – and in turn must have the confidence of the board and the respect of the CEO.
Despite the importance of the role, many boards do not give selection and preparation of the board chair the attention they should. In a recent survey by The Governance Institute, 64% of boards said they had established an explicit process for selection of the board chair but these processes often are little more than a thoughtful conversation among the executive or governance committee about the next chair. Just 28% formally name a “chair-elect” at least a year in advance to allow time for preparation. Only 29% have identified a “pipeline” of potential future chairs and support their development.