Introduction

In any board, it is the role of the chair to ensure that the board is exercising sound governance and has appropriate policies and structures in place. The chair is not the “Boss’’ in the traditional sense but, rather, is a “first among equals”.

A good chair has a focus on welding a board and the CEO into an effective leadership team.

It is common for any chair to have to publicly represent the board and its policies. In the Crown sector this can be very important as the work of Crown-connected organisations is often carried out under a public spotlight and there can be intense public interest in matters relating to Crown organisations. The role of the then Creative New Zealand Chair, in 2004, in publicly representing his organisation’s views on issues arising over New Zealand’s participation in the Venice Biennale is an example in our sector.

Key roles for chairs in Crown governance

In the Crown sector, in addition to their usual functions, chairs have a set of key activities relating to their role. For agencies in the Crown cultural sector these may include:

• Being consulted, as appropriate, by Ministers in respect to future appointments and board balance;
• Leading any formal entity discussions with Ministers, particularly on budget and planning cycles (including SOIs, letters of expectations);
• Generally acting as a facilitator in respect to ensuring the Minister and other key stakeholders are aware of the board’s views and activities;
• Signing off on formal governance documents (Statement of Intent, Annual Reports, Memoranda of Understanding);
• Attending any Select Committee appearance by the entity;
• Ensuring that the Minister is kept informed under the “No surprises”‘ obligations;
• Ensuring, in the case of a Crown entity, that appropriate Interest registers are in place and that appropriate dispensation is given under s.68 of the Crown Entities Act;
• Representing the board in formal chief executive reviews and, in the case of Crown entities, the required discussions with State Services Commission in respect to CEO appointments and performance reviews;
• Ensuring either personally or by delegation that relevant OIAs and PQs are monitored at board level;
• Having in place, in the case of Crown entities, appropriate procedures in accordance with Schedule 5 of the Crown Entities Act 2004 (Schedule 5 provides a framework for Board procedures).

Note: In some instances, if the chair is not available or is conflicted, the above roles may have to be delegated and, in any case, there are sometimes requirements for another board member to be involved.

The Role of the Chair - Appendix

Web links

• The role of the chair and the related best practices of good governance are outlined by the Institute of Directors at:>
  https://www.iod.org.nz/FirstBoardsFirstDirectors/FirstDirectors/Thedifferentroles.aspx
• A useful summary of the key functions of a chair is contained at this website which is from an American religious organisation. Like all commentaries from a specific focus it is the principle that is relevant rather than every detail or comment:
  www.atcmag.com/v6n1/article2.asp
• Under the heading ‘Getting to the Heart of Governance’, a Unitec study has examined the role of chairs of school boards in the NZ education sector:
  http://tinyurl.com/3cc9vm
• A booklet outling the roles and responsibilities of board chairs and members from an American viewpoint (remember American boards often have a fundraising role which is reflected in commentaries such as this one) is at:
  www.brodyweiser.com/pdf/boardchair.pdf.