To help Directors who are considering – or newly elected to – the Board Chair, we’ve published this comprehensive checklist to prompt your thinking and help to proactively identify issues.

The questions below provide comprehensive coverage across:

  • Considering the challenge ahead
  • Getting to know the board
  • CEO Oversight
  • Getting to know the executive team
  • Managing the flow and quality of discussions in meetings
  • Skills and succession
  • Progression planning
  • Shareholder relations
  • Media and public relations
  • Information flows
  • Committee and other structures

The questions are designed to start you thinking about issues that you may have noticed but not yet considered addressing as well as to help you to notice issues of which you may currently be unaware. The answers are not necessarily good or bad; they should reflect the current and desired state of your unique board with its unique circumstances and people.

Don’t ask all of the questions. Trust yourself to recognise and ask the most important ones. You can return to the list at intervals to consider your progress. For example:

  • When you first think about standing for the role
  • When you officially stand for the role
  • When you are newly elected to the role
  • 90 days after your election to the role
  • 1 year after your election to the role
  • When you are briefing a potential successor for the role

At the end of the check list we have listed some references that you may wish to investigate for additional reading on the topic. We have also included some suggestions for implementing the ideas that result from considering the checklist immediately upon appointment, after the first month, and after 90 days.

Considering the challenge ahead

 
1. Do you know why you have been considered for this role?
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2. Why has your predecessor departed from the role?
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3. What are the principal expectations of you; how will your success in this role be measured? In particular, do the directors and other stakeholders want to see: Visible and strong leadership?Consultative and inclusive leadership?A clear and decisive plan of action or a process for involving others in developing a plan? Open communication to all stakeholders or careful consideration of confidentiality v. disclosure? Growth in market share, revenue, profit, share-price/equity, or a combination of these? Deep industry, sector or business expertise or a skill at extracting the expertise of the team around you?
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4. Do you have the support of all directors and shareholders? Are there individuals or groups that you need to ‘win over’?
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5. What learning or development do you need to undertake to excel in the role?
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6. What is the current board charter or protocol? Do you want to continue with this or are there any changes you would like to make?
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Getting to know the board

 
7. How well do you know the board (as a whole)?
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8. Are there any factions or natural groupings of directors? (for example; do you have a group of industry experts or other clusters, such as engineers/architects/accountants/etc., or any directors who associate with each outside the boardroom?)
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9. Has the board set an agreed risk appetite for the organisation (or do individuals bring the board down to the lowest common denominator)? Are some directors less/more risk averse? How does the board manage the differences in risk appetite around the board table?
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10. When the board makes a decision do they delegate it clearly and ‘with one voice’ to the CEO for implementation?
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11. When decisions are made, is sufficient time allowed to show success before they are revisited?
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12. Do the board members respect the confidentiality and collegiality of the board?
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13. How variable is the level of contribution amongst directors? Are there directors who are too vocal, defensive about their views, monopolising discussions, too passive, etc.?
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14. How robust are board discussions? Are directors willing to challenge each others’ views?
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CEO Oversight

 
15. What are the two or three most critical matters for the CEO to address that will determine the success of the company? Is the CEO appropriately focused on these?
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16. How did the CEO relate to the former chair? What differences would you like to see in your relationship with the CEO?
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17. What motivates the CEO? Is the CEO’s remuneration designed to motivate excellent performance? Are KPIs aligned with the success of the company? Is remuneration acceptable to external stakeholders?
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18. How satisfied is the board that the CEO has the right attributes to lead the company to success? What development plans has the board approved for the CEO? Are these plans being implemented?
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19. How transparent is the CEO? Does the CEO refer matters to the board to seek the board’s guidance and insight or are reports more designed to persuade the board that all is well and within the CEO’s control?
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20. On what cadence (i.e. weekly / fortnightly) will you as chair meet with the CEO outside of formal board meetings? What was the standing agenda for the previous Chair/CEO check in discussions? Are there any changes or key areas of focus you’d propose to introduce?
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Getting to know the executive team

 
21. Who are the CEO’s direct reports? Who in the executive team is important for the board to know and receive reports from?
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22. What are these people responsible for contributing? How will you measure if their contributions are sufficient or successful?
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23. Is executive remuneration designed to motivate excellent performance? Are their KPIs aligned with the success of the company? Is remuneration acceptable to external stakeholders?
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24. What motivates the executive team? How do motivations and drivers vary across the different members of the executive?
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25. What skills must the executive team acquire, develop or deploy to achieve success? Are you satisfied that the plans to acquire, develop or deploy these skills are reasonable and that they are being implemented?
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26. Is your chief financial officer a key strategic asset to the company or are they a transaction-oriented service provider? Is the response to this question of any concern to you as chair?
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27. Is your chief human resources officer a key strategic asset to the company or are they a transaction-oriented service provider? Is the response to this question of any concern to you as chair?
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Managing the flow and quality of discussion in meetings

 
28. Has the board been spending the right amount of time on the right things? What changes (if any) will you make to agenda time allocation or order?
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29. What is your view on the quality of board papers and how they currently shape board discussions? Are there any systematic changes to the papers that could improve quality of discussions?
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30. Have discussions historically been introduced with enough context to allow director contribution and participation? How can you better introduce each agenda item so the board/committee members are ready to contribute to the discussion?
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31. How will you manage director contributions? Are there members who are more inclined to contribute to discussions, and may be too active? Are there others who will generally need to be invited to contributed or to strengthen their contribution?
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32. In what format and frequency will you provide feedback to directors on their contribution? What has the historical format and frequency of chair-director feedback been?
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33. How will you ensure robust discussion on difficult issues? When and how will you sound out board members and management on their perspectives?
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34. What is your view on the current board calendar? Are there an appropriate number of meetings for the board to discharge its responsibilities? Are the length and location of meetings appropriate?
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35. What was the previous chair’s process of preparing for board meetings? Did they sound out board members and management to understand perspectives and difficult issues?
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36. What will your process of preparation for facilitating each meeting be? How will you sound out and understand perspectives to ensure robust conversation?
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37. How will you monitor your contribution to ensure you are a facilitator and not an opinion leader? Are there trusted voices on the board who can reliably provide feedback if you are inserting yourself into the conversation too much?
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38. How well are you able to synthesise a discussion to summarise the board view and next steps? What changes (if any) would other board members recommend to the way you synthesise and summarise conversations?
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39. How are next steps and accountabilities tracked on the board? Are actions commonly summarised and documented by the individual responsible? The chair? The company secretary?
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40. How are next steps and accountabilities tracked for in camera sessions? Does this differ from normal board sessions? Does this require any change in process from you as chair?
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41. How will you engage with the CEO or other relevant members of management to prepare for board discussions? Will you adopt a consistent set of calls / check-ins prior to each meeting?
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42. How have management historically been engaged to prepare and participate in the meeting? Are there standards of behaviour (either stated or unstated, for board and/or management) that need to change to promote healthier discussion?
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43. If papers are introduced on a “taken as read” basis, are they actually taken as read? Does this expectation need to be changed or clarified?
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Skills and succession

 
44. What skills must the board acquire, develop or deploy to perform well? Are you satisfied that the plans to acquire, develop or deploy these skills are reasonable and that they are being implemented?
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45. Do you have an up-to-date skills matrix? Are the skills quantifiable? Can they be verified?
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46. Are there any obvious skills gaps when comparing the skills matrix to the reasonably expected skills of a board for a company in your industry, sector, or stage of development? Is there a surfeit of certain skills on the board?
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47. What tenure or term limits apply to your board? What skills will you need to replace, refresh or redeploy to meet your board’s future needs?
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Progression planning

 
48. How well do you know the current directors? Do you know what impact they wish to have through their service on this board?
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49. Do you know where they would like to go next, after their tenure on this board is complete?
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50. What would indicate that each individual has made a full contribution to the success of the board? What will you do if anyone is not making a full contribution?
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51. What development does each director need to be successful on this board and to help them progress towards their desired next challenge? Who do they need to meet, what do they need to do, what should they learn?
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52. How will you help your directors to move on to their desired next step when their terms are complete?
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Shareholder relations

 
53. Who are your current key shareholders? Who are the other shareholders?
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54. How satisfied are shareholders with the current performance of the board and company? What does the company need to achieve to satisfy the shareholders?
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55. What is the role of the board in shareholder relations? Are you satisfied with the division of activities between the Chair, the board, the CEO and any specialist investor relations staff or consultants?
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Media and public relations

 
56. What other stakeholders do you need to build a relationship with?
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57. What is the philosophy of the board regarding the public relations activities of the chair and/or the directors?
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58. What is the current split of PR and media engagements between the CEO and chair? How does the board determine who engages with specific topics?
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59. Is there anything you would like to change in the current division of media and PR activities?
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Information flows

 
60. What are the current protocols for provision of information to the board and the chair? Is there anything you would like to change?
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61. How often does the board meet? Would you like to alter the meeting schedule, length, frequency, etc?
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62. How comprehensive is the board’s annual agenda? Does it cover all the essential elements for your board? Is the work spread across the meetings in a way that avoids overload or under-utilisation of the board? Does it focus on the key topics for the board to consider?
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63. How well structured are your board meeting agendas? Do they focus on the most important topics? Do they allow sufficient time for strategic discussions? Do you have enough access to the executives?
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64. Does the board have sufficient time ‘in-camera’ to discuss issues and form a view without executive(s) present?
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65. Does the board have enough time with the key executive team members to build an appropriate relationship and develop an understanding of their skills, values and ethics?
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Committee and other structures

 
66. What committees MUST the board have under its constitution or any legislation or regulation? What committees does the board CHOOSE to have?
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67. Are the committees populated by the directors with the most appropriate and relevant skills and experience? Do directors join the board and go to the committee where they have the greatest skills fit? Do you use committees to provide directors with learning and development?
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68. Do you have any external committee members? (External committee members are not members of the board or management – they are members of the relevant committee and provide an independent expert perspective on committee deliberations)
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69. Is there a charter or clear terms of reference for each committee?
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70. Do all directors have access to the papers and/or meetings of any committee?
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71. Do the committee chairs provide a verbal report to the board and answer questions from the other directors?
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Taking action

Immediately upon appointment:

  • Review your responses to question 3 and verify it with the key stakeholders. Make a note of any differences and, if necessary, negotiate an acceptable outcome. These will likely be the KPIs that the stakeholders will consider to assess your performance.
  • Consider your responses to question 4. Schedule a meeting with each director and discuss any issues; preferably before your first board meeting. Use the meeting to extend your understanding of the progression plan for each individual.
  • Meet the CEO and find out his or her responses to questions 10 – 17. Note any differences from your own responses.
  • Meet with the CEO’s direct reports and have a conversation about how they view the board, what is working for them, and what they would like to change. Make a note of any opinions that differ from your own so that you can observe over the next few weeks and form a clear view of the real status of the relationship.

30 days after appointment:

  • Review your responses to questions 28 – 43 about information flow. Consider how they correlate with your first experience of planning the meeting agenda and preparing the board pack (which will be done by management with your oversight).
  • Consider your responses to the questions about media, stakeholder and shareholder relations. Speak with the CEO about any changes that seem desirable.

90 days after appointment:

  • Review the differences of opinion that you identified in your ‘immediately upon appointment’ activities. Now that you have been informed by experience in the role, what has changed and what do you need to do to improve matters?
  • Review your responses questions 44 – 52 and consider your recent experience of the committee and board interactions. Schedule any changes that you would like to make.
  • Consider the directors, individually and as a board, and identify any actions to improve performance that you may have flagged in your responses to the questions above or perceived as helpful following your early experience.

Remember that you can return to this checklist at any time during your term as Chair. However, you are only ‘new’ once, so seize the opportunity and enjoy your ability to have an impact.

Additional reading and reference sources

Chairman of the Board; A Role in the Spotlight, Australian Institute of Company Directors, Australia 2006

The Chairman’s Red Book, McCullough Robertson, Australia 2012

Boards that Lead; When to Take Charge, When to Partner, and When to Stay out of the Way, Ram Charan, Dennis Carey and Mike Useem, Harvard Business Review Press, USA 2014

The Perfect Corporate Board, Adam J Epstein, McGraw Hill, USA 2013