What it takes to be a good board chairman

The dictionary defines the word “chairman” as a person chosen to preside over a meeting. But it is imperative to note that there is no school that I know where “how to be a board chairman” is taught for at least a year, because that’s how long it takes to get a good sense of what it takes.

You see an average board meets quarterly, providing an opportunity for the lady or gent to practise the chair craft at least four times a year. But the truth is, it takes more than four meetings to get the hang of chairing an organisation.

The hang of what, you ask? Herewith a couple of tips:

They speak last

While a chair should lead a discussion, what that leading entails is creating an open space for all voices in the room to be heard, including the dissenting ones.

A good chair ensures that members around the table don’t fall into fatalistic group think that avoids someone from asking, what could go wrong? Leading the discussion does not mean giving the opening, middle and closing remarks thereby drowning out other voices in the room.

As is often the case in social dynamics, no one wants to go against the perceived leader and if the chair voices her opinion at the start of a discussion, it is highely unlikely that anyone will want to give an opposing view. They may have a very strong opposing view, but they certainly won’t voice it, at least not at the beginning.

For directors used to having a say in all meetings, converting into a chair role is a quantum mental leap as you now have to learn to sit back, wait until everyone who needs to speak has spoken and then summarise what you have heard in terms of building the consensus.

Becoming a chair means chewing your lower lip and sitting on hands in silence as others air their views, including the nonsensical statements. It means bringing a discussion to an end skilfully, without stepping on directors’ toes.

They are brilliant timekeepers

A good chair will have gone through the agenda with the CEO beforehand. The meeting before the meeting, if you will. He will know which agenda item will be controversial and which one will be a breeze and will ensure that the controversial items are put right at the end, just before “AOB” and lunch.

A shrewd chair will have engaged, beforehand, the director that he knows will raise the biggest stink about said agenda item. Such engagement will include ego stroking aphorisms like “Tom, I’d like your opinion about this issue as you have quite a bit of institutional memory/subject matter expertise relating to it.”

This prior engagement will ensure that any sticky issues have been addressed by the CEO by the time the issue is being tabled and that Director Tom will have fallen in line accordingly.

If this fails, reduce the time for the mid-morning coffee break, starve your directors by not having any carbohydrates or sugar at the snack table and short the airconditioning fuse, so that the room is exceptionally hot. You are guaranteed, as a chair, that board members will be ready to flee the room by the time agenda item 12 of 15 comes round.

A good chair also knows when an issue should be discussed at either a committee of the board, or by shareholders and will guide the board accordingly if he feels that they are wasting too much time on something that can be dissected ad nauseaum by the relevant committee or determined by the shareholder as the issue is above the paygrade of the directors.

The latter is critical, as I have witnessed the board seize itself of a matter that was really not their concern, and the Chair gets a not-so-gentle telephone reminder from the principal shareholder reminding him that the board has overstepped its bounds.

Thy are neutral

If you, as the chair, strongly feel that the decision on the table should lean in a certain way, it becomes tricky because you are taking a side, rather than being a neutral arbiter.

A quick and dirty way to get the collective to make the decision you are seeking is not to be the prosecutor of the case.

Amplify the voice of those making the case that you favour and give them more airtime, encouraging them to convince the dissenters without explicitly doing so yourself. If the matter gets too hot, stand it over for discussion at the next meeting and use the intervening time to get the CEO or another director to prosecute the case.

After all, the chairman never gets his hands tainted in any fray.

Carol Musyoka is a former banker and is currently a corporate governance specialist.