While the term may be outdated, “chairman” of the board does not mean that the role needs to be performed by a male. It simply refers to the person at the helm of the Board of Directors — more commonly called “Chairperson” today.
A board chair is often seen as a facilitator of meetings when, in reality, the Chairman of the board has way more responsibilities. In this role, the Chair of the Board of Directors stays focused on the organization’s best interests.
They also set the tone for effective corporate governance and board leadership. Board Chairs collaborate with the CEO or Executive Director to shape the board’s culture and work. From their board seat, their role is to influence the board’s direction and priorities. The role is active, allowing board members to build upon their strengths while facilitating growth in favor of the organization.
Read on to answer any questions you may have about the “Chairman of the Board” role.
Who is the chairman of the board?
The Chairman of the Board of Directors is the executive leader of the board of directors who ensures accountability and is jointly responsible for the management of the officers. The chairman’s job is to ensure that the company’s obligations to its stakeholders are met.
As the head of the board of directors, the Chairperson’s authority is determined by the organization’s bylaws. They preside over the board of director meetings and ensure the organization conducts business orderly. Typically, they also manage the board’s meeting agenda, whether in-person or online. This person does not usually have a role in the day-to-day operation of the organization’s activities but rather ensures that the board of directors, is in good order.
What do you mean by the “chairman” of the board?
Typically, the Chairperson of a corporation oversees the board of directors’ activities by discussing problems related to financial stewardship, policy decisions, establishing operating procedures, and securing qualified members.
What does the chairman of the board do?
Members of the board usually elect the Chairman by majority vote. Influencing both the board members and the management, the position is the strongest in a company. It is common for the chairman to be the board member with the most significant stake in the organization and have the highest voting rights.
The bylaws of the organization dictate the responsibilities of the board chair as well as the authority. While the chairman focuses on governance rather than day to day management, they provide crucial strategic direction for the organization. The Chairman of the Board can usually be found focusing on the following key activities:
- Assist Senior Management in liaising with the Board.
- Plan and set the agenda for board meetings and coordinate logistics.
- Occasionally chairs board meetings.
- The Chairman also ensures board meeting quorum is met before conducting official business.
The chair’s leadership is a pillar for good corporate governance, helping set the tone and ensure accountability.
Qualifications and skills of an effective chairman
Not everyone who’s been a great board member is automatically ready to chair one. The role requires a specific mix of experience, temperament, and skill.
Effective board chairs tend to share a few common traits:
- Governance experience — a solid understanding of how boards operate, fiduciary duties, and corporate governance best practices
- Strategic mindset — the ability to see the big picture and guide discussion toward long-term priorities rather than operational detail
- Strong communication skills — both in facilitating open boardroom dialogue and in representing the board externally to shareholders and stakeholders
- Emotional intelligence — managing diverse personalities, navigating tension, and building consensus without steamrolling dissent
- Independence and integrity — the credibility to hold leadership accountable, including the CEO, when necessary
Formal qualifications vary by organization and sector, but many boards look for candidates with senior executive experience, prior board service, and, in some cases, specific industry expertise relevant to the organization’s work.
How a chairman is selected and tenured
The selection process for a board chair varies by organization, but in most cases, the board elects the chair from among its own members by majority vote. In some organizations, particularly publicly traded companies, shareholders may also have input into who serves in the role.
Term lengths are typically defined in the bylaws — commonly one to three years, with the option for re-election. Governance best practice generally recommends setting term limits to ensure a fresh perspective and avoid the over-concentration of power in a single person over time.
One increasingly common governance standard is the use of a non-executive or independent chair — someone who has no operational role in the organization. This separation helps maintain clear oversight and reduces the risk of conflicts of interest, particularly in the relationship between the chair and the CEO.
Chairman’s role in corporate governance frameworks
The chairman’s role doesn’t exist in isolation — it sits within a broader governance framework shaped by bylaws, legislation, and in some jurisdictions, formal governance codes.
In the UK, for example, the Financial Reporting Council’s UK Corporate Governance Code sets out specific expectations for board chairs, including independence requirements and responsibilities around board effectiveness. In Canada and the US, governance expectations are shaped by securities regulation, stock exchange requirements, and sector-specific rules for areas like banking or healthcare.
Regardless of jurisdiction, the chair is typically the person most accountable for ensuring the board itself is functioning well — not just that the organization is. That means overseeing board composition, evaluations, and the overall governance health of the organization, not just chairing meetings.
Chairman of the board responsibilities
The CEO (or president) initiates and implements corporate strategies and goals, while the chairman and board perform oversight to make sure the strategy is executed, monitoring key performance indicators. At the same time, the Chairperson ensures the Board of Directors operates with strong governance and in the best interests of the organization.
Specifically related to board meetings and board performance oversight, the Chairperson oversees agendas, meeting management, committee direction, evaluations, board conduct, learning and development, and succession planning. A key responsibility involves managing board dynamics to ensure productive strategic discussions among board members and with executive teams. In many organizations, the board chair is also part of the executive committee and may often serve as the chair of the executive committee as well.
The chairman of the board plays a pivotal role in managing conflicts of interest by setting the ethical tone, overseeing policy implementation, facilitating transparent disclosures, guiding the board through complex situations, and ensuring compliance, all while maintaining the integrity of the organization and its decision-making processes.
A strong chairman of the board needs access to streamlined governance tools — here we also cover how board portal software supports effective oversight.
See related: What are the roles and responsibilities of the board of directors?
The chairman’s role with board committees
Most boards operate through a committee structure — audit, risk, nominating and governance, and others, depending on the organization. While committee chairs lead their own groups, the board chair plays an important connecting role across all of them.
The chairman typically works closely with committee chairs to set priorities, ensure committees are functioning effectively, and surface any issues that need full board attention. They help ensure the work of each committee feeds into the board’s broader strategic agenda rather than operating in silos.
In some organizations, the board chair also sits on select committees — most commonly the executive committee — though governance best practice generally recommends the chair avoid sitting on the audit or compensation committees to preserve independence.
Communication and reporting responsibilities
The chairman’s communication role extends well beyond the boardroom. Externally, the chair often serves as the board’s representative in conversations with major shareholders, regulators, and other key stakeholders — particularly on matters of governance, accountability, and board-level decisions.
Internally, the chair is responsible for ensuring clear communication flows between the board and senior management. This includes ensuring the CEO has the support and feedback they need and that the full board is informed and aligned between meetings.
At the reporting level, the chair often signs off on governance disclosures in annual reports and may be called on to communicate directly with investors during periods of significant change or controversy. It’s a visible role that carries real reputational weight for the organization.
The chairman’s role in succession and leadership planning
One of the most consequential responsibilities a board chair holds is overseeing CEO succession planning. This isn’t just about having a contingency plan if the CEO leaves unexpectedly — it’s an ongoing governance responsibility that good chairs take seriously year-round.
The chair typically works closely with the nominating and governance committee to identify potential internal successors, assess leadership gaps, and ensure the organization is never caught off guard by a leadership transition.
Beyond CEO succession, the chair also plays a role in board succession — ensuring the right mix of skills, experience, and diversity on the board itself as directors rotate off or new expertise is needed. A strong chair is always thinking one step ahead about who needs to be in the room.
Conflicts of interest and ethical considerations
The chairman sets the ethical tone for the entire board. That’s not just a values statement — it’s a governance responsibility with real practical implications.
Board chairs are expected to proactively manage conflicts of interest, both their own and those of other directors. This means ensuring robust conflict-of-interest policies are in place, that declarations are made consistently, and that directors recuse themselves appropriately when needed.
Independence is a key part of this. A chair who has too close a relationship with the CEO — financially, personally, or professionally — may find it difficult to provide the objective oversight the role requires. This is one of the strongest arguments for having a truly independent, non-executive chair.
When ethical issues arise — whether related to executive conduct, financial irregularities, or stakeholder concerns — the chairman is often the first person the board looks to for leadership. How they handle those moments defines both their tenure and the organization’s governance reputation.
Is the chairman of the board the same as the President?
A company’s president is usually one of its directors and may also be the CEO. That is the most top leadership role in an organization but should be different from the Chairman of the board which should be played by someone external to the organization for effective oversight.
A business is run by the CEO / President who handles operational execution, and a board is run by the Chairman who provides strategic vision and governance oversight.
There are cases where the Chairman is also the President / CEO, sometimes referred to as an executive chairman role, but it is well known that this is not the best practice for maintaining proper governance oversight.
Which is the higher position, CEO or Chairman?
While the CEO position has significant authority over the organization’s decisions and actions, the Chairman and board of directors officially have ultimate oversight. Understanding board dynamics is essential to maintaining this balance of power. They have the authority to fire the CEO for example. There can be incredible tension between the two roles, especially in founder-led companies.
Modern governance best practice advises separating the Chairman of the Board and the CEO to protect the best interests of the company and the members of the community it serves, along with its investors.
Chairman vs. CEO
Board chairpersons are ultimately responsible for Board performance and the CEO is responsible for the organization’s. The CEO and the board chairperson need to have clearly delineated powers and ideally, collaborate amicably through effective communication to identify and execute the goals and strategy of the organization. Often, the CEO or senior officer may also serve as a board chair or as an Ex officio board member.
See related: The ex officio board member role explained
CEO vs. Chairman vs. President
Chief Executive Officers and board chairs have different duties and responsibilities. CEOs are the top chief executives over management, while the Chairperson leads the board. The CEO of the company or organization may also be the president. In very large organizations there may be a CEO and President often with the CEO focused on internal execution and the President more external for example on investor relations or board relations.
The CEO oversees the daily operations and logistics of the company and makes major decisions as the point of contact for all senior-level executives. CEOs typically delegate many responsibilities to senior, mid-level, and lower-level managers, depending on the company’s size. The CEO is responsible for implementing the strategic plan, which entails strategizing about competitors and entering markets. CEOs report directly to the board of directors.
Chairpersons of boards have significant power. They actively participate in creating the agenda and facilitates board meetings for the entire board. Board chairs usually work closely with CEOs but do not actively manage daily operations. The board chairman may take over if the CEO’s authority is rejected, until new leadership is appointed, the company’s president temporarily performs the executive director’s duties.
Is a chairman higher than a director?
The chairman of a company’s board is its head of directors. Shareholders elect the board of directors, and they are responsible for protecting the interests of shareholders. An organization’s board of directors typically meets at least quarterly to set long-term agendas, review and oversee the financial reports, monitor and manage the senior management team, and make significant decisions.
The board of directors’ duty includes recruiting, appointing, and evaluating the CEO’s performance and replacing anyone who fails to meet expectations. Generally, the board of directors is the top decision-making body of a company, and the board chairman leads the board.
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Best practices for an effective chairman of the board
Whether you’re leading a nonprofit board, private or public board, consider these best practices to excel in your role as Chairman of the Board:
- Foster open communication: Encourage frank discussions among board members, executive teams, and with the CEO. Create an environment where diverse opinions are valued and constructive disagreement is welcome, which is essential for healthy board dynamics.
- Promote open dialogue: One of the chairman’s key responsibilities is to promote open and honest dialogue — for example, by using a boardroom survey tool to surface hidden dynamics.
- Prioritize strategic thinking: Guide the board to focus on long-term strategic direction and strategic vision rather than getting bogged down in day to day management or operational details.
- Ensure board diversity: Strive for a board composition that reflects diverse backgrounds, skills, and perspectives to enhance decision-making.
- Conduct regular evaluations: Implement annual board and individual director evaluations to continuously improve board performance.
- Stay informed: Keep abreast of industry trends, regulatory changes, and best practices in corporate governance.
- Mentor new directors: Help onboard new board members and support their integration into the team.
- Manage time effectively: Ensure board meetings are well-structured and time is used efficiently. As the chairman guides the board, leveraging a board of directors portal can help shift meetings from operational updates to strategic oversight.
- Build relationships: Cultivate strong working relationships with the CEO, other board members, and key stakeholders.
- Lead by example: Demonstrate the highest standards of integrity, professionalism, and commitment to the organization’s mission.
- Promote continuous Learning: Encourage ongoing education and development for all board members to enhance their contributions.
A modern chairman often partners with the board administrator to choose the right board management software, ensuring efficient meetings and strong governance.
FAQs about the chairman of the board
Can the chairman also be the CEO?
Technically yes — this is known as a combined or executive chair role — but it’s generally considered poor governance practice. When one person holds both roles, it significantly limits independent oversight. Most governance frameworks recommend separating the two.
Does the chairman have a vote on board decisions?
In most organizations, yes — the chair votes along with other board members. In some cases, the chair also holds a casting vote to break a tie, though this varies by bylaws.
What’s the difference between a chairman and a lead independent director?
A lead independent director is a role that often exists when the chair and CEO roles are combined, as a counterbalance. They provide an independent voice and serve as a point of contact for other directors when they have concerns about the chair or CEO. When a board has a truly independent, non-executive chair, a lead independent director is usually not needed.
How long does a chairman typically serve?
Term lengths vary, but one to three year terms with the option for re-election are common. Many governance best practices recommend term limits to ensure regular renewal of board leadership.
What happens if the chairman and CEO disagree?
Some tension between the roles is healthy and expected. The chair’s job is to represent the board’s collective view, not their personal preference. When disagreements become significant, the chair facilitates a board-level discussion rather than trying to resolve it one-on-one.
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