Understanding the complex role of board chair

Drew Mendoza
Drew Mendoza

I’m a fan of good corporate governance particularly in family enterprises with the complexity or size that warrants having a (well) functioning board of directors. How complex and what the thresholds are for having a board of directors that has bench depth, structure and independence depends on a wide array of factors and are the focus of articles, books and blog postings throughout the family enterprise world. But, for today, I want to plant this seed in your thinking.

I believe the global community of family enterprises is awakening to and realizing the value and importance of good corporate governance and, more importantly, excellent management of those boards by qualified chairpersons.

Being the chairman of a family firm board is not like being the CEO. The CEO focuses on growth, profitability, strategy implementation, and the processes and structures that keep the business moving toward its strategic imperatives. The chairman leads the business’ governance function, not the day-to-day management of the company.

 Yet, most family firm chairs are the men and women who were the company’s previous CEO. Do they know their company’s operations? You bet, thoroughly and deeply. But, do they have the skills necessary to be the chairman? Can they manage the board in ways which reflect shareholder expectations and ensure the CEO is receiving clear direction? Do they know what data the board needs and in what format to do its job? Can the chair develop accountability measures for both the board and management without alienating family managers and family shareholders? Is the chair ready and able to listen to director input and facilitate difficult conversations without resorting to the meeting management style s/he used when they were the CEO? Is the chair able to identify the needs for creating or dissolving board committees?

We believe the role of the chair is very different from the role and responsibilities of the CEO. And, we believe that the chair is not just another director. The chair has special responsibilities that add value to the company and help align shareholder expectations.


Today’s blog is inspired by and written in support of FBCG’s newly announced event, The Chair Forum. We invite family firm chairs to continue the conversation by joining us to share experiences, generate ideas and hone their skills at productive corporate governance. Click here to learn more>>

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