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    Essential steps to take if you are offered the opportunity to become chair of a board. This is an edited version of the discussion from a recent AICD webinar. 


    There are a number of essential steps to take once you are identified as a potential candidate for a chair position on a board. Prior to accepting the role, do your own due diligence.

    “I’d want to see the financials,” says Dr Vanda Fortunato FAICD, chair of Southern Metropolitan Cemeteries Trust. “I’d want to know who the other board members were. I’d want to do some due diligence on the company. Then, I’d like to meet everybody. My preference is to meet people on a one-to-one basis for the board members, meet the CEO, have a discussion of where the organisation is at, so you’re ready for that first board meeting and not reintroducing yourself.”

    Carolyn Mitchell FAICD, a non-executive director and chair at Netball South Australia, says if you’ve been sought out as an independent or an outside chair, you need to understand why — and was there a problem?

    “Is there a reason why there’s no-one on the board able or willing to put themselves forward as chair?” she asks. “Is there a special skill set they’re looking for? Ask yourself, do I have the skills they’re after and do I have the desire to solve the problem they may have? Sometimes, when they go external, it’s to bring something to the board that hasn’t been there — and there might be a very good underlying reason for that.”

    AICD Company Director Course facilitator and chair of the Darwalla Group of companies James Beck GAICD explains how many documents you could ask to look at before you accept the position, and more that you could request once you take the role. The strategic plan, annual reports, risk management plan, the next board meeting agenda and D&O insurance policy are some examples. The staff satisfaction survey might help to give an idea of the culture. Be sure to read them.

    One organisation that Beck worked with had a clause in its constitution with no apparent link to purpose and operation. When he questioned it, they admitted cutting and pasting the contents from another entity. To discover something like this during your due diligence would be a red flag, he says.

    Before the first meeting

    Once you’ve accepted the position of chair, you should endeavour to do a number of things before that first board meeting.

    “Have a really good look at the last few sets of board papers, read the minutes, then meet again with each of the directors, the company secretary and CEO,” says Mitchell. “Try to work out some clarity around who does what, what the roles and responsibilities are, because depending on the size of the organisation and the executive team, the board may necessarily be a little more hands-on.”

    Try to build an understanding of the current communication process and whether you feel you might like to alter or improve that — and know the three biggest issues the board is facing right now, so you can walk into the first meeting feeling prepared, says Fortunato. Meeting the chairs of the various board committees can help to give a broader sense of the main issues of focus.

    Beck suggests going back into the previous 12 months of board minutes with the company secretary and checking to see what agenda items have been completed — and what haven’t been followed up. He highlighted the AICD board meeting agenda template as a great tool to get started for your first meeting. Agree, in discussion with the company secretary, the level of detail you require in the minutes and how quickly those minutes should be distributed after a meeting.

    The first 100 days

    Having completed your first board meeting, what should a chair put in place for the first three meetings or the first 100 days? What will you do differently and how will you make your mark?

    Setting up the structures and then rigorously enforcing them in those first three months is important, says Mitchell.

    “It is the opportunity to set the tone if there’s significant difference in the way you’re doing things to the way the previous chair was doing things. Everyone can have an open conversation during those first 100 days about what’s working, what’s not working — and if it’s not working, what needs to be changed.”

    If you’re a new chair — and also new to the board — you won’t know what’s gone on before.

    “On one board — where I became chair without previously having sat on the board — I was told that I was allowing too many people to ask questions, that the previous chair didn’t, and that the meeting would go quicker if no questions were allowed,” says Fortunato. “Set the tone and make certain you stick to that and to what you want regarding how the board will function moving forward.”

    Overlong board papers should be discouraged, because it might indicate the person presenting does not understand the issue. It could be wise, particularly with inexperienced directors, to have a discussion about using a template. Put milestones against agenda items and check at each board meeting on their progress. “Holding management to account in those areas really can make your mark as a chair,” says Beck.

    Annual considerations

    The chair should encourage annual performance reviews for the board as a whole, but also for individual director performance. As chair, you should help the group to decide what is acceptable boardroom behaviour, revisit culture and ensure new directors are aware what is expected of them and know that any aberrations will be called out on the spot.

    Ensure the committees are functioning well, delivering and still have a purpose to exist. Develop working groups if formal committees are unnecessary. Streamline processes to be simple and efficient.

    Bring customers and external experts in to help revise strategy and develop and practise a crisis management plan, bearing in mind a “crisis” is a risk that hasn’t been identified or can’t be mitigated. Make sure that as a board, everyone knows what they would need to do should a crisis occur and how the board would assist in managing that.

    Succession planning for the board, chair and CEO must be addressed, and the skills matrix should be discussed and mapped each year, with gaps filled by incoming directors. “As you begin the next year, ask the directors whether they are willing to fully commit again for the next 12 months,” says Beck. 

    The recording of the AICD webinar Getting Started as a Chair is available until 14 August 2026 here

    This article first appeared under the headline 'Getting started as a chair’ in the November 2024 issue of Company Director magazine.  

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