Of all the roles on a board, the chairperson is the hardest to define. CEOs act and take risks, directors challenge and vote, but the chair's task is subtler: to design and protect the board's collective process. This remit is the starting point for understanding both what good chairs do and why bad ones are damaging, says Stanislav Shekshnia, Senior Affiliate Professor of Entrepreneurship and Family Enterprise at INSEAD, in the latest episode of INSEAD Explains Governance.

Enabling, not doing

Good chairs build the culture and process through which the rest of the board can do its job well. They are enablers, not glory-seekers. Shekshnia, who is also co-director of INSEAD’s Leading from the Chair programme, points to the late Cees van Lede, former chair of INSEAD, AkzoNobel, Heineken and De Nederlandsche Bank whom he interviewed years ago. Van Lede’s view has stayed with him: If the chair's seat looks like a platform for self-aggrandisement, the person in it is not fit to hold the role.

So, what skills do good chairs have in common, since they lack the executive levers available to a CEO? Shekshnia named four pairs of seemingly contradictory qualities: authority with humility, commitment with detachment, incisiveness with patience, and a helicopter view with in-depth company knowledge. 

Managing the CEO relationship

That same balancing act extends to the chair's relationship with the CEO. All too often, Shekshnia notes, chairs act as though they are the CEO's boss. Another misstep is to become so close to the CEO that it compromises the independent judgement the board needs – something Shekshnia has experienced firsthand, having once found it difficult to manage a CEO's exit after developing an unusually close working relationship.

Shape up or ship out

When a chair is underperforming, Shekshnia recommends the board first ensure that the chair understands the specific concerns, whether rooted in a flawed sense of the role, poor behavioural skills or pressure-driven habits. 

If the chair is willing to change, the board should support that effort by recognising small wins, offering feedforward and correcting missteps gently. If the chair is unwilling or unable to change, the board should ask the chair to go. Shekshnia observes: “I've seen boards remain effective despite dysfunctional members. I have never seen an effective board with a dysfunctional chair.”