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The chairperson (or "chair" or "chairman") is typically one of the highest offices in a group such as a corporation's board of directors, a committee, or a deliberative assembly. The person holding the office is typically elected or appointed by the members of the group. The chair presides over meetings of the assembled group and conducts its business in an orderly fashion. When the group is not in session, the officer's duties often include acting as its head, its representative to the outside world and its spokesperson.

In corporate governance, best practice typically calls for the separation of a chair from the chief executive officer.

Terminology

Other terms sometimes used for the office and its holder include presiding officer, president, moderator,, and convener. The chair of a parliamentary chamber is often called the speaker. Though chairwoman is sometimes used as a female counterpart to chairman, the terms chair and chairperson are sometimes used to avoid gendered titles altogether. The National Association of Parliamentarians does not approve using "chairperson". In the United States, the presiding officer of the "lower" house of a legislative body, such as the House of Representatives, is frequently titled the Speaker, while the "upper" house, such as the Senate, is commonly chaired by a President.

A vice-chairman, subordinate to the chair, is sometimes chosen to assist the chair and to serve as chair in the absence of the chair, or when a motion involving the chairman is being discussed. In the absence of the chairman and vice chair, groups sometimes elect a chair pro tempore to fill the role for a single meeting.

The word chair can refer to the place from which the holder of the office presides, whether on a chair, at a lectern, or elsewhere. During meetings, the person presiding is said to be “in the chair”, the person is also referred to as “the chair.” Parliamentary procedure requires that members address the “chair” rather than the “chairman,” or by using a person's name. This is one of many customs indended to maintain the presiding officer's impartiality and insuring an objective and impersonal approach.

Riddick's Rules of Procedure, among others, claim an etymology of chairman as derived from the Latin manus, or "hand", and use this to claim gender-neutrality for the word. Some entymologists consider this to be incorrect, and many dictionaries claim that the word is from "chair" (a seat or office of authority) and "man", a person.

Corporate governance

A chair is selected by a company's board to lead the board of directors, preside over meetings, and lead the board to consensus from the disparate points of view of its members. The chairman is the presiding director over the other directors on the board and is expected to be fair, a good listener, and a good communicator.

In public companies, the role of the Chair of the Board is distinct from that of the company's chief executive officer or managing director. This point has more recently been brought into focus after corporate governance shortcomings were observed in companies where the two roles are combined. It is believed that the separation of functions within the board of directors or in the structure of the supervisory board and management board would facilitate control over the workings of the company and increase the accountability of the CEO or chair of the management board.

In an attempt to inject transparency into the relationship between executive management and the board of directors as well as between management and the market or shareholders, the UK Cadbury Report was published in 1992. Its recommendations have been adopted to a greater or lesser extent by countries within the European Union and the United States, as well as by the World Bank.

Executive vs. non-executive chair

Among large corporations, there are generally two types of chair, executive and non-executive. The executive chair is also usually the company's Chief Executive Officer, while the non-executive chair is usually an outsider with no previous or other current ties to the company. Many U.S. companies have an executive chair, and this method of organization is sometimes called the American model. Having a non-executive chair is common in the United Kingdom and Canada, and is sometimes called the British model. Expert opinion is rather evenly divided over which is the preferable model.

Non-executive

A non-executive Chair of the Board qualifies as an outsider, with no current or previous ties to the company other than in the role of Chair. The non-executive Chair typically:

• Chairs the meetings of the board.
• Organizes and coordinates the board's activities, such as by setting its annual agenda.
• Reviews and evaluates the performance of the CEO and the other board members.

Executive

An executive Chair of the Board is and does the following:

• A full-time officeholder who typically leads the board and also takes a hands-on role in the company's day-to-day management.
• Helps the CEO to oversee all the operational aspects involved in running the company, which include project planning and development delivery, retail and leasing, sales, market research and many other areas within their extensive scope.
• Has overall responsibility for the company, which involves engineering and controlling the company's current growth in and future expansion into markets, existing and new.
• In addition, oversees all projects' development activities and related businesses of the company, with the intention of generating financial returns for the shareholders and driving sustainable development.
• The chair often sets the style of leadership of the board which in turn filters down through the organization.

See also

• UK company law
• US corporate law
• European company law
• German company law

Notes

1. ^ Robert's Rules of Order Newly Revised, 10 edition, Perseus Books Group, Cambridge MA, 2000
2. Sturgis, Alice; American Institute of Parliamentarians (2001). The standard code of parliamentary procedure (Fourth ed.). New York: McGraw-Hill. p. 11. ISBN 978-0071365130.
3. "moderator". Chambers 21st Century Dictionary via Search Chambers. Edinburgh: Chambers Harrap.
4. Although convener means someone who summons (convenes) a meeting, the convener may take the chair. The Oxford English Dictionary (2nd edition 1989) offers this citation: 1833 Act 3–4 Will. IV, c. 46 §43 “The convener, who shall preside at such committee, shall be entitled to a casting vote.” This meaning is most commonly found in assemblies with Scottish heritage.
5. "Speeches: The many roles of the Speaker". Office of the Speaker, Parliament of New Zealand. 2006-02-01.
6. "About Parliament: The Lord Speaker". Parliament of the United Kingdom. Archived from the original on 2008-06-09. Retrieved 2008-10-23. ... responsibilities of the Lord Speaker include chairing the Lords debating chamber,...
7. ^ "Chairman". Dictionary.com Unabridged (v 1.1). 2006. Retrieved 2008-10-22. {{cite news}}: Cite has empty unknown parameter: |coauthors= (help)
8. "Chairperson". Dictionary.com Unabridged (v 1.1). 2006. Retrieved 2008-04-27. {{cite news}}: Cite has empty unknown parameter: |coauthors= (help)
9. Zimmerman, Doris P. (1997). Robert's Rules in Plain English. New York: HarperCollins. ISBN 0062734768. {{cite book}}: Cite has empty unknown parameter: |coauthors= (help)
10. "vice-chairman". dictionary.com.
11. "Chairman". wordorigins.
12. "Chairman". www.dictionary.com.
13. See also The American Heritage Dictionary, the Oxford English Dictionary, the online edition of the current Merriam-Webster dictionary, Word Origins by Anatoly Liberman (page 88), Merriam-Webster's Dictionary of English Usage (page 235)
14. Typical executive roles & responsibilities
15. The Board of Directors: Composition, Structure, Duties and Powers
16. Division of Responsibilities between the Chair, the Deputy Chair, the Senior Independent Director, the Vice Chair and the Chief Executive Officer
17. Behan, Beverly (2008-01-10). "Splitting the Chairman and CEO roles". BusinessWeek. Retrieved 2011-04-03.
18. Kefgen, Keith (2004-05-11). "The Non-Executive Chairman Comes of Age". HVS web site. HVS. Retrieved 2011-04-03.
19. ROLE AND RESPONSIBILITIES Executive Chairman of the Board

References

• Alice Sturgis; American Institute of Parliamentarians (2001). "19 Officers: The President ...". The standard code of parliamentary procedure (Fourth ed.). New York: McGraw-Hill. pp. 162–165. ISBN 978-0071365130.

v t e Parliamentary procedure
Major concepts	History of parliamentary procedure Principles of parliamentary procedure Deliberative assembly Committee Session Quorum Chair Floor Recognition Motion Second Debate Main motion Order of business Minutes Voting methods in deliberative assemblies Majority Unanimous consent
Subsidiary motions	Postpone indefinitely Amend Commit Postpone to a certain time Limit or extend limits of debate Previous question Cloture Lay on the table
Privileged motions	Call for the orders of the day Raise a question of privilege Recess Adjourn Fix the time to which to adjourn
Incidental motions	Point of order Appeal Suspend the rules Objection to the consideration of a question Division of a question Consideration by paragraph or seriatim Division of the assembly Motions relating to methods of voting and the polls Motions relating to nominations Prayer motion Request to be excused from a duty Requests and inquiries (Parliamentary inquiry, Request for information, Request for permission to withdraw or modify a motion, Request to read papers, Request for any other privilege)
Motions that bring a question again before the assembly	Take from the table Rescind, repeal, annul or amend something previously adopted Discharge a committee Reconsider
Legislative procedures	Call of the house Hoist Motion to pass on Recall of Parliament
Disciplinary procedures	Censure Declare the chair vacant Impeach Naming
Parliamentary authorities	Robert's Rules of Order Newly Revised (RONR) The Standard Code of Parliamentary Procedure (TSC or Sturgis) Demeter's Manual of Parliamentary Law and Procedure Riddick's Rules of Procedure Mason's Manual of Legislative Procedure Erskine May: Parliamentary Practice Jefferson's Manual Lex Parliamentaria Odgers' Australian Senate Practice House of Representatives Practice Bourinot's Rules of Order Beauchesne's Parliamentary Rules and Forms Morin code ABC of Chairmanship
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