Board Chair

Authority

The Board Chair receives authority by the election of the Board.

The Board Chair is authorized by the Board to provide the leadership of the process of governance.

The Board shall provide the Board Chair with the resources required for that process, including compensation appropriate to the responsibilities.

Boundaries

The following define the limits of the freedom of the authority of this position.

In the fulfillment of the responsibilities of this position the Board Chair may not:

  1. Restrict agendas and/or direct the decision making process with theobjective of achieving a specific outcome.
  2. Take unilateral action on behalf of the Board of Directors.
  3. Give management direction to the CEO or the CEO’s staff.
  4. Cause or allow the Board to be in violation of the Letters Patent, Bylaws or Board-approved governance practices.

Responsibilities

The responsibilities of the Board Chair, in addition to leading Board meetings, are to:

  • Lead the process of strategic planning; and,
  • Undertake intermittent discussions with CEO, providing relevant advice and guidance.

Expectations

The expectations of this position shall include:

  1. Prepare for and attendance at every meeting of the Board.
  2. Serve as an ex officio member of all Board Committees with both voice and vote (but not counting towards quorum) subject to the Committees’ Terms of References.
  3. Attend any Committee meeting at his/her discretion without notice
  4. Ensure the flow of all relevant governance information to the Directors.
  5. Ensure that all decisions are documented accurately in minutes, policies and other documents.
  6. Ensure that the requirements of the Board’s accountability to government regulatory authorities, Members and stakeholders are met.
  7. Ensure that proposals by Directors are presented.
  8. Communicate the results of the Board Election Process to successful nominees.

Accountability

Accountability in this relationship is mutual. The Board is accountable to the Board Chair for providing the authorization and resources required for the position. The Board Chair is accountable to the Board for:

  • Performance with respect to the negotiated expectations.
  • Compliance with the boundaries of the position.
  • Creation of an annual Board work plan.

Board Chair Role Perspectives

Board Chair Purpose: The role of the Board Chair is to facilitate the operations of the Board of Directors so it performs effectively, overseeing how it carries out its major responsibilities as defined in the Board’s mandate. It is a complex role, demanding significant and well-developed skills that fosters a constructive board culture and facilitates effective oversight and a productive relationship with staff based on partnership and accountability.

The Board Chair plays a critical role in helping the board act independently, ensuring the board understands its responsibilities and that the boundaries with staff are understood and respected, all with the long-term best interests of stakeholders in mind. These responsibilities should require a considerable commitment of time and effort, as the Board Chair is the Board’s primary contact with the Executive Director/Chief Executive Officer.

Board Chair Authority: The Board Chair would typically have the authority to:

  • appoint Ad Hoc Committees of the Board;
  • undertake those actions assigned by the Board beyond the formal role parameters (please refer to the by-laws);
  • delegate duties to the Executive Director/Chief Executive Officer, Board members or Committee Chairpersons and request reports from them;
  • sit on all Committees as an ex-officio member (without the right to vote).

Board Chair Duties: The Board Chair undertakes the following duties in the best interests of the organization:

Board Leadership: providing Board leadership, acting as both player and coach, fulfilling responsibilities as a director while working to ensure constructive dialogue between the Board and staff; ensuring the Board works as a cohesive team and proactively addresses issues that may threaten unity; ensuring the Board has adequate resources to do its job.

Board Management: presides over all meetings of the Board of Directors and Members and, in cooperation with the Executive Director/Chief Executive Officer and other Directors, sets meeting schedules and agendas and determines and delivers on the informational needs of Directors.

Developing a More Effective Board: considers the skills and experience requirements of the Board of Directors and may consult with the full Board and Members regarding the selection of candidates for Committee Chairs and Committee members and ensures that functions delegated to Committees are carried out.

The Board Chair serves as an objective conduit through which directors can communicate as a means of ensuring that issues important to directors are raised so they can be given appropriate analysis and consideration.

Managing Member Relations: The Board Chair will be responsible for chairing meetings of and facilitating communications with and acting as primary liaison between Management and Members/Shareholders at these meetings (e.g., townhall or annual general meetings”).

Governance Effectiveness: In respect of governance leadership, the Board Chair will work with the Governance Committee to ensure that key board processes are appropriately managed. These include, but are not limited to leading:

  1. the Board, Committee and director effectiveness assessment processes and reporting results to the full Board;
  2. managing structural issues to ensure board effectiveness (committees, composition, meeting schedule; management of meetings; use of consent agenda items, etc.);
  3. succession planning;
  4. ensuring the strategic planning process is developed and implemented;
  5. Member communications; and,
  6. director recruitment, orientation and ongoing education.

Relationship with Executive Director/Chief Executive Officer: Working as a partner with the Executive Director/Chief Executive Officer to build trust and confidence, the Board Chair will make sure that Board-approved resolutions are carried out and ensure the Board provides appropriate monitoring of an input into the organization’s strategic management.

The Board Chair should meet regularly with the CEO to provide feedback and advice on behalf of the Board. On an ongoing basis, the Board Chair will communicate with the Executive Director/Chief Executive Officer, on behalf of the Board regarding concerns or comments of the Board, Members or other stakeholders. The Board Chair is also accountable for maintaining effective communications with Directors and Staff between meetings and for acting as an alternate spokesperson for the organization.

In terms of the relationship with the full Board, the Chairman will report to the Board on material matters arising in undertaking his or her functions and responsibilities under this mandate and, if necessary, will make recommendations to the Board for its approval on these matters.