Chairs were once viewed as steady hands, steering governance discussions from behind the scenes. Today, they’re increasingly in the spotlight, facing pressures that go beyond financial and strategic decisions and into emotionally charged, politically divisive territory that extends far beyond the boardroom.
Recent events in ASX boardrooms reflect this shift. At WiseTech Global, the chair and three independent directors resigned en masse amid tensions over founder control and reputational fallout - an episode that wiped billions off the company’s value and underscored the personal risk chairs face when governance breaks down. Meanwhile, institutional investors like HESTA are no longer just voicing concerns – they are voting against the re-election of chairs who fail to act on key issues such as gender diversity.
This marks a new era where accountability and sometimes even values misalignment can result in chairs, rightly or wrongly, losing their seats. Now more than ever, there is a pressing need for chairs to step up and show strong, responsive leadership. However, it’s not a job that all are cut out for.
Below is a checklist setting out the most pertinent aspects of the job description for successful chairs and practical tips on how to execute the role with confidence. How prepared are you for this role?
Time and commitment
- Dedicate 2-3x more than a director would to the role: Expect this to increase during periods of turbulence, such as corporate actions or unexpected results.
- Invest extra time with the CEO and management team: Strong relationships here are essential for alignment and trust.
- Prepare thoroughly between meetings: This includes reviewing materials, reflecting on strategic priorities and anticipating key discussions so that you can facilitate the discussion effectively.
Strategy and board development
- Contribute meaningfully to strategic discussions: Your input should elevate the board’s thinking and align with long-term goals.
- Empower directors to shape the company vision: Good chairs exert influence by involving and empowering their fellow directors to develop the company’s long-lasting vision, rather than sitting back.
- Support board development: Provide regular feedback to directors and learning opportunities. If certain members resist growth, consider refreshing the board.
- Address underperformance early: Don’t wait for disengagement to resolve itself – it rarely does. Tackle issues directly and constructively before they become entrenched.
Stakeholder engagement
- Represent the board: While the CEO is the face of the business, the chair must be ready to answer questions from stakeholders, shareholders and, increasingly, the media.
- Attend key events and build relationships: Visibility and connection strengthen your influence and the board’s credibility.
Board operations and facilitation
- Run efficient meetings: No matter how complex the business, simple and clear processes will enable effective decision-making.
- Share insights – not just data: Ensure board packs and materials are aligned with strategy and help directors to interpret information and focus on what matters most.
- Facilitate inclusive discussions: Encourage contributions from all members to unlock diverse thinking and better decision-making.
- Delegate wisely: Use committees effectively, maximise the company secretarial function, and engage external advisors when needed.
Chairing a board is no longer a quiet governance role – it’s a leadership position under constant scrutiny. As pressure grows, so does the need for chairs who lead with courage, clarity and deep engagement.
