The role of the board Chair.
Author | Nevels, James E. |
Position | In the Boardroom |
No one can seriously dispute that overall confidence in America's Boards of Directors has been diminishing. Although the financial crisis that began at the end of 2008 may be coming to an end, Boards of Directors are still being examined under a microscope and called to account for their failures. This is as true in the corporate world as it is on Wall Street. As public confidence in what we do as boards becomes diluted by the events of the past two years, we must approach our work with the diligence it, and our shareholders or members, deserve.
Large or small, publicly traded or private, for profit or not-for-profit, our obligations as directors are the same: to safeguard the organizations we serve through sound and effective oversight of, and direction to, the organization's chief executive. This is most effectively accomplished through an active, working partnership between the Board and the CEO.
In my position as non-executive Chairman of the Board of The Hershey Company, I spend a substantial amount of my time with the company's CEO. We discuss risk, evaluate impacts to the strategic plan, and generally ensure that we are "on the same page" relative to the Board's direction. A close working relationship between the Board and the CEO facilitates clarity and understanding of key matters, thus increasing the likelihood of success. In this arena, the old adage attributed to Greg Norman is undeniably true: you get out what you put in. Chatting with the CEO only in the environment of a board meeting is simply not enough to ensure that the Board's direction is carried out.
As Chairman of the Board, it is my duty not only to maintain the Board/CEO relationship, but also to guide and oversee the work of the Board and each director individually in an effort to perform at our maximum potential. This is not a passive role, by any means, as it involves intense discussion, conflict and emotion on occasion, all of which it is my role to manage.
To effectively manage affairs in the Boardroom, the Chair must have the skills of an experienced facilitator to ensure that proposals are adequately vetted, all opinions are heard, clear understanding is achieved and ultimately, a decision is reached to the benefit of the organization. The Chair must actively moderate Board discussions, drawing out the thoughts of the more reserved directors while wielding a firm hand with the strong personalities in the room who might otherwise dominate discussions. This...
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