Design & Construction Job Descriptions & Questions

What is Construction Board Chairman Job Description ?

Job Description

Once the board has agreed on its role, the chairman should focus on enabling the board to carry out its duties. To do this, he must accomplish the following:

* Keep the Board Focused on Governance, and Out of Management. This responsibility flows from a clear conception of the board's broad objective--to govern the company within its defined role. With this definition in mind, the chair must ensure that the board stays focused on the issues falling within its own domain, and not on those properly left to management. This means the chair must develop a thoughtful perspective on what specific issues should come to the board, and reach agreement with the CEO about this.

* Shape Annual Board Calendar and Meeting Agendas. The chairman should oversee the planning of the annual board calendar, including the scheduling of meetings and the substantive allocation of recurring topics--such as earnings releases and periodic reporting to shareholders, CEO succession planning, detailed strategy discussions, and annual budget and operating plan reviews. Keying off the annual calendar, the chairman should play a leading role--working closely with the CEO, and consulting with the other directors--in producing the agendas for each board meeting, and in reviewing the agendas developed for committee meetings by their chairs.

* Ensure the Effective Functioning of Committees. Board effectiveness will be greatly enhanced through appropriate delegation to, and membership of, committees. Legal requirements arising out of Sarbanes-Oxley and the rules of the stock exchanges set baselines for what the audit, compensation, and nominating/governance committees must do. Beyond these requirements, the chairman must work with committee chairs to ensure that (i) an appropriate amount of work is allocated to each committee so that there is no duplication of effort and nothing falls through the cracks, (ii) the committees are functioning effectively, (iii) their membership is appropriate, and (iv) the full board is kept properly apprised of actions taken by each committee.

* Ensure that Directors Receive Appropriate and Timely Information. There are recurring complaints about the "board books" directors receive ahead of meetings--they're overloaded with historical financial information and short on data about such matters as competitor actions or customer reactions; they don't adequately discriminate between the essential and nonessential; and they arrive too late to be digested. There are also frequent complaints that too much time at meetings is devoted to presentations that repeat information submitted in advance. While all this information necessarily comes from management, it is the chairman's responsibility to ensure that directors receive the information most relevant to the work they have staked out for themselves, and that this information is organized appropriately.

* Lead Board Discussion. Adrian Cadbury has correctly pointed to this aspect of the chairmanship as one that is routinely taken for granted with little commentary--but one that is both challenging and exceedingly important. The bulk of the contributions made by directors occur at board meetings themselves. The purpose of such meetings is for directors to express their views and reach a consensus. It is therefore essential that the chairman lead these meetings crisply and efficiently to deal with all issues on the agenda, but also in a manner that unlocks the value that each director is capable of contributing.

* Develop and Maintain an Efficient Board Culture. Edgar Schein, a seminal thinker on organizational leadership, has noted that one of the principal roles of the leader is to help build a functional organizational culture. That is the CEO's job with respect to the company, but it's the chairman's job with respect to the board. The board is itself a small social system, whose culture can either impede its effectiveness or enhance it. The chairman must do her best to foster the development of boardroom norms that encourage constructive dialogue and facilitate the board's work.

* Shape Board Composition, and Evaluate Board and Director Performance. These matters are, of course, at the heart of the nominating/governance committee's responsibilities. Some boards may choose to have the board chair also be chair of this committee. But even if the board chair is not on this committee, given the chairman's overall responsibility for the work of the board, he must necessarily take an active interest in ensuring that the right people are selected as directors, that they complement each other and function well as a group, and that there are sound mechanisms for evaluating the performance of individual directors--and the board as a whole--at least annually. The chairman is also the logical person to communicate concerns about director performance to the individual in question; but it should be clear that what the chairman is conveying is the product of a well-designed process of overseeing the governance committee, and not his own personal judgment about that individual.

* Serve as an Occasional Spokesperson--but Only for the Board, Not the Company. Historically, British chairmen have had a significant role in representing the company to various outside constituencies. But a genuinely nonexecutive chairman should be limited to the representation of the board, not the company; and the occasions calling for such activity should be few and far between. The CEO is appropriately the public face of the company, and it is generally beneficial for an organization to speak with one voice. In a few instances, however, the voice should be that of the board rather than management, and in those cases the chairman is the right mouthpiece--albeit on behalf of the directors as a group, rather than in her individual capacity. The annual shareholder meeting is one such instance, at least in part (see below). Another is when the topic in question is CEO succession or compensation; as this responsibility properly falls to the board rather than management, the chairman rather than the CEO is the appropriate spokesperson.

* Chair the Annual Shareholder Meeting. Annual meetings vary from company to company and from year to year in their importance. Sometimes they are sparsely attended "non-events." Other times, they are far more consequential, as at Walt Disney Co., where the board stripped the chairmanship from CEO Michael Eisner shortly after the most lukewarm of shareholder votes in his favor. Although the greatest shareholder interest is typically in what the CEO and CFO have to say about the company's performance and prospects, the chairman has the overall responsibility for running the meeting. Particularly in contentious situations, the chairman will need to be skillful in balancing the right of unhappy shareholders to be heard with the need to get through the other business on the agenda.

* Lead the Outside Directors. Stock exchange rules now require the board's independent directors to meet in "executive session"--without the CEO or other members of management present--on a regular basis. While there is no requirement that such sessions be led by the chair--if in fact the board has an independent chairman--he is the obvious choice for this role. Beyond these executive sessions, the independent directors need leadership in order to function optimally. This general leadership role can certainly be played by a lead outside director, as can the more particular role of leading the executive sessions. But when a board has an independent chairman, it is he who should provide the needed leadership.

* Be Prepared. There is an important distinction between the board's role in "normal times" and in extraordinary situations--a hostile takeover bid or an underperforming CEO whose tenure is in doubt, for example. In extraordinary situations, the board as a whole must step up to a more engaged role--whether to take action legally required of the board (such as deciding whether to recommend to shareholders that they approve a merger), or to act when management is compromised or conflicted (as in the underperformance scenario). The chairman's role under such circumstances is to recognize the situation for what it is, and to orchestrate the board's response. This contingency requires that the chairman have enough flexibility in his schedule to be capable of devoting his undivided attention to the board's business for what could be a period of weeks, and sometimes months.

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