The bad chair checklist

Every board needs an efficient and effective chair. Kath Walters outlines the traits that will sort the good from the bad.

Dysfunctional boards are a disaster for shareholders, executives, employees and customers. As the saying goes, the fish rots from the head. It is the chair of the board that is responsible for its efficient and effective functioning.

If your board is in turmoil or the performance of the company is declining, look through the “bad chair checklist” below. Can you diagnose the reason for your problems? If you are the chair of a board or are recruiting a new chair, consider this list of the best and worst qualitities a chair can bring to the boardroom.

1. Plays favourites

Bad chairs play favourites, shutting some directors down and giving disproportionate amounts of time to others. The outcome is poor decision-making but bad chairs don’t care. Their concern is to stay in the good books of those they care about. Good chairs ensure the widest range of views are sought on every problem.

2. Changes the rules

Bad chairs keep the rules to themselves. They change them when it suits them. They don’t let on what preparation is needed for a meeting or discuss how the meeting will be conducted. They aren’t clear about the rules for debate or decision-making. Bad chairs want control. Good chairs want transparency and results, and will spell out the rules to make sure it happens.

3. Shows bias

When there is a lively debate in the boardroom it is likely to be obvious which side a bad chair has taken. Instead of remaining neutral, a bad chair is supporting one side. We all have topics that we feel strongly about but good chairs stand aside when they cannot know they cannot stay neutral. A good chair will temporarily hand over to another board member so they can share their views in a fair way.

4. Doesn’t define purpose

We are all in the room, but what are we talking about? What are our priorities and why are they at the top of the agenda? Bad chairs can’t answer that question because they don’t know. Showing up is good enough for them. Good chairs define the purpose of every board meeting with crystal clarity so members can come prepared and stay focused.

5. Loses control

Running overtime, getting off-track, getting rattled and allowing the discussion to descend into a personal slinging match; these are the hallmarks of a chair that doesn’t know the difference between democracy and anarchy. The good chair keeps their hands firmly on the reins, consistently and politely guiding the discussion back to the purpose of the meeting.

6. Ceases to communicate

Deadpan chairs display no sense of appreciation for the point you have made. In fact, they haven’t even called you by name for the whole meeting. That is because they have forgotten it. They can’t remember what you just said, because they are not listening with care. Good chairs are great communicators. They remember everyone’s name, including newcomers, are brilliant listeners and can summarise a point in way that helps everyone to understand.

7. Can’t make decisions

Deadlocks happen. Bad chairs can’t solve them. While a good chair will take a vote on extending discussion time, set up a working party, or call an extraordinary meeting to deal with an item, a bad chair will defer, dissemble and get distracted. Instead of providing a summary of the issue, they waffle on, adding to tension and confusion.

8. Recruits their mates

Diversity in the board’s composition means nothing to bad chairs. They have a great mate who has been waiting for an opportunity to step out of corporate life. Bad chairs recruit in their own image. Good chairs consider the skills, talents and diversity of opinions that the company needs to stay competitive, and ensure every new board member is orientated into their role.

9. Missing in action

Bad chairs are always busy so you can’t interrupt them. They don’t get back to your messages. They don’t have time to have a chat with the CEO or listen to a governance concern or a risk worry from an employee. Time between meetings is their own business. Good chairs recognise that the board meetings are just the tip of the iceberg of their duties. They are there as a sounding board for the executive and other board members. They are prompt, responsive and put in the time their roles deserves.