Board Chair — Governance Renewal and Controls

A chair who decides what the board cannot leave for later

A chair's most underrated power is the agenda. What reaches the board gets decided; what does not, drifts. Conduct and control matters are especially prone to drifting. They tend to arrive late and partly evidenced, they are often uncomfortable for the executives who own them, and a crowded agenda will always find something more pressing to discuss. The Board Chair is appointed to make sure such matters reach the board and are resolved within 12 months, rather than deferred without anyone quite deciding to defer them.

This is an oversight seat, accountable to the shareholders and held in a working relationship with the Group Chief Executive Officer. The chair challenges, tests and oversees; it does not take over the running of controls. That balance needs care. A chair who is too close to management loses the ability to press; one who is too distant learns about problems last. The best chairs in this position are candid with the chief executive in private so that the board conversation can be direct without becoming a performance.

In practice the oversight covers several things. The chair leads the board in agreeing who decides what, with clear thresholds for the matters that remain with local leaders. They set the standard of evidence the board uses to oversee money, capacity and control, and that standard matters most for conduct issues, where an executive summary can make an unresolved matter look closed. They question any commitment that lets an expense or a hazard slip away from the person accountable for it, and test whether each should carry on, pause or stop. They challenge investment cases that are silent on take-up, dependencies or downside. And they keep watch over the shape of the leadership and the channels through which concerns rise, helping the chief executive and operating leaders settle conflicts before they harden.

Part of the judgement lies in triage. Some conduct matters need the whole board; others are properly closed by a committee, provided the board can see that they were. A good chair knows the difference, insists every open matter has an owner and a date, and can tell a control that is merely inconvenient from one that is genuinely protecting the organisation.

A year of oversight, checked three times

By day ninety the board should have agreed how conduct and control matters reach it, with the standard of evidence and the thresholds for escalation set and understood by management. Around month nine every open conduct and control matter should have been through a board review, each with an accountable owner and an agreed route to resolution. By the end of month 12 that oversight should have been tested, through a board evaluation and a review of committee mandates, so the board knows whether the new arrangements work rather than assuming so.

Your record, and the four stages

You have led through restructuring, M&A buy-side work and professionalisation, and in each you changed authority, funding or operating rhythm rather than simply observing the change. The businesses concerned were of revenue of $620 million or more, with 2,300 or more people across seven or more countries, and your record shows evidence altering decisions about people, capital or management attention. Governance ethics at level 4 is the anchor, because a chair who bends on conduct cannot ask anyone else not to; at level 3 the board expects entity governance, risk judgement, and management of the board and its stakeholders. You will protect controls that earn their place and expose the cost of each exception.

It starts with the Nomination and Governance Committee Chair, privately and by video, during week one. The Risk Committee Chair spends time with you on a live problem in the third week, and in week five a group of senior executives who between them cover every function meets you in person. The directors then meet you together in the seventh week. After every stage you can expect our response within four working days.