| Given the centrality of the Board to good corporate governance, it is fundamental that the Chairman of the Board (the “Chairman”) sets the right tone. The Chairman should encourage a full and frank exchange of views, drawing out contributions from all directors so that the debate benefits from the full diversity of views around the boardroom table. The Chairman should seek to stimulate and engender a robust yet collegiate setting, set the right ethical and behavioural tone, and provide leadership to the Board. |
A. Explanation
This paragraph emphasises that the Board is central to good corporate governance, and the Chairman is central to the Board’s effectiveness. It then describes the Chairman’s role in ensuring the Board’s effectiveness.
The main role of the Chairman is to manage the Board and its meetings, and to represent the Board to other parties.
He sets the Board meeting agendas, in collaboration with the CEO and other directors, in particular, the Chairmen of the various Board Committees. He conducts the meetings in a way that focuses the Board’s efforts on important issues in a disciplined manner. Furthermore, an effective Chairman encourages directors to provide a range of perspectives on important issues and decisions, before carrying on with the rest of the agenda.
B. Related Rules and Regulations
- Nil.
C. CG Guides
- Board Guide 2.5: Board Leadership [Board Composition].
- NC Guide 7.2: Succession Planning for Board Chairman [Succession Planning]
D. Related Articles
- “The Executive Board Chair: Boon or bane” by Wong Su Yen. (654KB)
- “Roles and practices of Board Chairs across the world” by Professor Stanislav Shekshnia and Veronika Zagieva. (387KB)
- “The role and challenges of the Non-Executive Board Chair” by Lee Chong Kwee. (145KB)