Chairman

"Chairman of the Board" redirects here. For other uses, see Chairman of the Board (disambiguation).

An example of a chairman in action - Sam Ervin (right), chairing the Senate Watergate hearings, 1973

The chairman or chairwoman, or simply the chair, sometimes known as chairperson, is the highest officer of an organized group such as a board, 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 some organizations, this position is also called president (or other title), in others, where a board appoints a president (or other title), the two different terms are used for distinctly different positions.

Terminology

Other terms sometimes used for the office and its holder include chair, chairperson, chairwoman, presiding officer, president, moderator, facilitator, and convenor. The chairman of a parliamentary chamber is often called the speaker.

The term chair is sometimes used in lieu of chairman, in response to criticisms that using chairman is sexist. It is commonly used today, and has been used as a substitute for chairman since the middle of the 17th century, with its earliest citation in the Oxford English Dictionary dated 1658-9, only four years after the first citation for chairman.

Usage

In his 1992 State of the Union address, then-U.S. President George H. W. Bush used "chairman" for men and "chair" for women. A 1994 Canadian study found the Toronto Star newspaper referring to most presiding men as "chairman", and to most presiding women as "chairperson" or as "chairwoman". The Chronicle of Higher Education uses "chairman" for men and "chairperson" for women. An analysis of the British National Corpus found chairman used 1,142 times, chairperson 130 times and chairwoman 68 times. The National Association of Parliamentarians does not approve using "chairperson". The Wall Street Journal, The New York Times and United Press International all use "chairwoman" or "chairman" when referring to women, and forbid use of "chair" or of "chairperson" except in direct quotations. In World Schools Style debating, male chairs are called "Mr. Chairman" and female chairs are called "Madame Chair". The FranklinCovey Style Guide for Business and Technical Communication, as well as the American Psychological Association style guide, advocate using "chair" or "chairperson", rather than "chairman". The Oxford Dictionary of American Usage and Style suggests that the gender-neutral forms are gaining ground. It advocates using "chair" to refer both to men and to women.

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.

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" and is also referred to as "the chair." Parliamentary procedure requires that members address the "chair" as "Mr. (or Madam) Chairman (or Chair or Chairperson)" rather than using a name - one of many customs intended to maintain the presiding officer's impartiality and to ensure an objective and impersonal approach.

Major dictionaries state that the word derives from "chair" (a seat or office of authority) and "man", a person. Some authorities, however, including Riddick's Rules of Procedure, suggest that the second part of chairman derives from the Latin manus ("hand"), and thus claim gender-neutrality for the word.

"Chairman" as a quasi-title gained particular resonance when socialist states from 1917 onward shunned more traditional leadership labels and stressed the collective control of soviets (councils or committees) by beginning to refer to executive figureheads as "Chairman of the X Committee". Vladimir Lenin, for example, officially functioned as the head of Soviet Russia not as tsar or as president but in roles such as "Chairman of the Council of People's Commissars of the Russian SFSR". Note in particular the popular standard method for referring to Mao Zedong: "Chairman Mao" (officially: First Chairman of the Central Committee of the Communist Party of China).

Vice chairman and deputy chairman

A vice-chairman (or deputy chairman), subordinate to the chairman, is sometimes chosen to assist the chairman and to serve as chairman in the absence of the chairman, or when a motion involving the chairman is being discussed. In the absence of the chairman and vice chairman, groups sometimes elect a chairman pro tempore to fill the role for a single meeting. In some organizations that have both titles, deputy chairman ranks higher than vice chairman, as there are often multiple vice chairs but only a single deputy chair. This type of deputy chairman title on its own usually has only an advisory role and not an operational one (such as Ted Turner at Time Warner).

An unrelated definition of vice chair describes an executive who is higher ranking or has more seniority than an executive vice president (EVP). Sometimes, EVPs report to a vice chair, who in turn reports directly to the chief executive officer (CEO) (so vice chairs in effect constitute an additional layer of management), while other vice chairs have more responsibilities but are otherwise on an equal tier with EVPs. Executive vice chairmen are usually not on the board of directors. The Royal Bank of Canada previously used "vice chair" in their inner management circle until 2004 but have since renamed them group head.

Avoid "co-chairman"

Robert's Rules of Order recommends that the title "co-chairman" should be avoided because there may be difficulties in determining who has the duties and responsibilities when a position is shared.

Public corporations

There are four types of chairman in public corporations.

• Chairman and CEO – The CEO may also hold the title of chairman, in which case the board frequently names an independent member of the board as a lead director.
• Chair and CGO – An office that differs from CEO. The Chief Governance Officer is a position that ensures that governance processes are being followed within an organization, and strives for best practices. This position is common in a policy governance model.
• Executive chairman – An office separate from that of CEO, where the titleholder wields influence over company operations, such as Steve Case of AOL Time Warner, Larry Ellison of Oracle and Douglas Flint of HSBC. In particular, the group chairmanship of HSBC is considered the top position of that institution, outranking the chief executive, and is responsible for leading the board and representing the company in meetings with government figures. Prior to the creation of the group management board in 2006, HSBC's chairman essentially held the duties of a chief executive at an equivalent institution, while HSBC's chief executive served as the deputy. After the 2006 reorganization, the management cadre ran the business, while the chairman oversaw the controls of the business through compliance and audit and the direction of the business.
• Non-executive chairman – also a separate post from the CEO, unlike an executive chairman, a non-executive chairman does not interfere in day-to-day company matters. Across the world, many companies have separated the roles of chairman and CEO, often resulting in a non-executive chairman, saying that this move improves corporate governance.

The non-executive chairman's duties are typically limited to matters directly related to the board, such as:

• Chairing the meetings of the board.
• Organizing and coordinating the board's activities, such as by setting its annual agenda.
• Reviewing and evaluating the performance of the CEO and the other board members.

Many U.S. companies have an executive chairman, 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 overall.

Companies with both an executive chairman and a CEO include Ford, HSBC, Google, HP, and Apple.

Duties at meetings

In addition to the administrative or executive duties in organizations, the chairman has the duties of presiding over meetings. Such duties at meetings include:

• calling the meeting to order
• determining if a quorum is present
• announcing the items on the order of business or agenda as they come up
• recognition of members to have the floor
• enforcing the rules of the group
• putting all questions (motions) to a vote
• adjourning the meeting

While presiding, the chairman should remain impartial and not interrupt a speaker if the speaker has the floor and is following the rules of the group. In committees or small boards, the chairman votes along with the other members. However, in assemblies or larger boards, the chairman should vote only when it can affect the result. At a meeting, the chairman only has one vote (i.e. the chairman cannot vote twice and cannot override the decision of the group unless the organization has specifically given the chairman such authority).

Powers and authority

The powers of the chairman vary widely across organizations. In some organizations the chairman has the authority to hire staff and make financial decisions, while in others the chairman only makes recommendations to a board of directors, and still others the chairman has no executive powers and is mainly a spokesman for the organization. The amount of power given to the chairman depends on the type of organization, its structure, and the rules it has created for itself.

Disciplinary procedures

If the chairman exceeds the given authority, engages in misconduct, or fails to perform the duties, the chairman may face disciplinary procedures. Such procedures may include censure, suspension, or removal from office. The rules of the particular organization would provide details on who can perform these disciplinary procedures and the extent that they can be done. Usually, whoever appointed or elected the chairman has the power to discipline this officer.

See also

• Board of directors
• European company law
• Executive director
• German company law
• Non-executive director
• Parliamentary procedure in the corporate world
• President (corporate title)
• UK company law
• US corporate law