What is the role of the chair of a board?

The chair acts as a key link between the board and the organisation’s management through the company CEO. The role of the chair is not defined in the Corporations Act 2001, and many functions of the chair are customary rather than formalised by law.

The chair is usually appointed by fellow board members, rather than directly by the organisation’s members or shareholders.

The chair is responsible for leadership of the board, including:
• ensuring proper information flow to the board;
• enabling the effective functioning of the board, including managing board meetings;
• communicating the views of the board, in conjunction with the CEO, to the organisation’s security holders, other stakeholders and to the public.
• assisting with the selection of board committee members.
The chair is also important in establishing and maintaining an effective working relationship between the board and the CEO. This should include overseeing negotiations for the CEO’s employment and evaluating his or her performance as well as planning for succession of the CEO.

In addition, the chair communicates with shareholders and members on behalf of the board and on matters of corporate governance.