Under the CATSI Act all directors are equally responsible for the decisions made by the board – the chair isn't the decision-maker. Georgina Richters, Kerryn Newton, Sam Jeffries and Jess Bulger discuss what it means to be the chair of a board and how to do it well.
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A chairperson is first among equals. They may lead the board, but they have the same voice and the same vote as every other director. The chair has more responsibility, but not more power.
The directors elect the chair. Under the CATSI Act, directors elect someone to chair meetings. It can be a single meeting or a longer period.
There are advantages to appointing a chair for a longer period. Having a longer-standing chair can help with structure and consistency and provide support to the CEO and others. The process to appoint a longstanding chair, and what they can and can’t do as chair, needs to be in the rule book.
A chair’s duties can be internal and external to the board. Internally, the chair can have responsibility for setting agendas and managing the meeting. Externally, the chair can work closely with the CEO to ensure that anything that needs board discussion is brought to the board.
Being a chair takes up a lot of time. A chair will spend roughly twice as much time on corporation business as any other director.
While the chair is the main point of contact with the CEO, they are not part of the management team. It’s important to understand that being a chair is a non-executive role – the chair is not part of the day-to-day operations of the corporation.
The chair can’t make decisions outside board meetings unless the corporation has specifically said they can. Their job is to talk and to listen and to bring issues back to the board for decisions. A chair who makes unilateral decisions builds distrust with the board and with the community.
Before you look at who should be chair, it’s useful to look at what qualities the board wants in a chair. A good chair has good listening skills, the ability to bring threads together, and engages well with everyone. Really effective chairs create a safe space and are able to get the best from everybody.
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This conversation host and guests
Georgina Richters is a Luritja woman and the Principal of First Nations Advisory. Georgina has more than 25 years’ experience working in Indigenous affairs at national, state, local and community levels. She's currently the Chairperson of the Arts Queensland First Nations Arts and Culture Panel and the Deputy Chair of the Brisbane 2032 [Olympics] Legacy Committee.
Kerryn Newton is the CEO of Directors Australia. Kerryn has a background in business and law and her board experience spans the child care, aged care, housing, education, property and energy sectors.
Sam Jeffries is a Moorawarri and Wiradjuri man who has had a long involvement in developing responsible leadership, community, and regional and community governance models. Sam has co-authored two Indigenous policy journals on Indigenous community governance and leadership.
Jess Bulger is a Wiradjuri woman and the CEO of the Australian Indigenous Governance Institute (AIGI). Jess has worked in the education, employment and the NFP sectors for the past 15 years and is currently a board member of Outward Bound.