Good Governance Guides

Good Governance Guide: No 3.7

Category: Meetings
Subject: Duties and Functions of the Chair (see also GGG 1.5)
Source: Chartered Secretaries Canada

The Chair’s duties and functions are to become and remain engaged immediately before, during, immediately after and between meetings. “Engagement” means that the Chair must remain focused on the strategic imperatives and operational issues of the corporation or organization in the context of the legal, political and fiscal reality. This engagement takes the form of communication and discussion with Directors, the CEO, the Board Secretary and Management as necessary. The Chair should assume ownership of the meeting agenda and minutes.

With respect to duties, the Chair should:

• Ensure the meeting is properly constituted;
• That order is maintained and a disciplined approach is exercised with respect to time management;
• Articulate motions and amendments thereto;
• Achieve consensus where possible;
• Decide points of order when necessary;
• Strive for balance in the discussion of Agenda items, both in terms of content or substance and in fairness of opportunity to address issues;
• Present appropriate questions for consideration;
• Decide who should address the meeting;
• Avoid any perception of conflict and abstain from the discussion where such conflict may exist;
• Adjourn the meeting when and if necessary;
• Terminate the meeting upon completion of business; and
• Exercise discretion about calling and “in-camera” meeting.

With respect to functions, the Chair should:

• Ensure the date, time and place of the meeting is fixed and that Notice is so provided pursuant to the By-laws;
• Approve the Agenda;
• Preside over the meeting and ensure that the Secretary is present to take Minutes;
• Welcome those in attendance, introduce new Directors;
• Ensure a quorum is present and is maintained during the course of the meeting;
• Introduce any guest who may be in attendance for specific Agenda items;
• Get the concurrence of the Directors to change the sequence for discussion or approval of Agenda items;
• Get approval for the Minutes of the last meeting;
• Ensure that remarks are addressed to the Chair;
• Maintain objective posture – refrain from getting personal;
• Secure resolutions by vote on Motions;
• Ensure the Board knows who is responsible party for taking the lead to get things accomplished in a specific time frame and that resources are allocated accordingly;
• Bring discussion to a satisfactory conclusion and avoid leaving loose ends; and
• Require Draft Minutes to be prepared in a specific timeframe following the meeting.

Between meetings, the Chair should tie actions to the Business and Strategic Plans, review contingency plans, develop alternative courses of action, muster support where required in an effort to build consensus over time, develop positions on issues and establish positioning of issues for next meeting.