Chair (officer)

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

The chair, also chairman, chairwoman, or chairperson, is the presiding officer of an organized group such as a board, committee, or deliberative assembly. The person holding the office, who is typically elected or appointed by members of the group or organisation, presides over meetings of the group, and is required to conduct the group's business in an orderly fashion.^[1]

Agustín Vásquez Gómez, ambassador of the Republic of El Salvador, chairing the OPCW's Fourth Review Conference, November 2018

In some organizations, the chair is also known as president (or other title).^[2][3] In others, where a board appoints a president (or other title), the two terms are used for distinct positions. The term chairman may be used in a neutral manner, not directly implying the gender of the holder. In meetings or conferences, to "chair" something (chairing) means to lead the event.^[4]

Terminology

Terms for the office and its holder include chair, chairperson, chairman, chairwoman, convenor, facilitator, moderator, president, and presiding officer.^{[5][6][7][8][9]} The chair of a parliamentary chamber is sometimes called the speaker.^[10][11] Chair has been used to refer to a seat or office of authority since the middle of the 17th century; its earliest citation in the Oxford English Dictionary dates to 1658–1659, four years after the first citation for chairman.^[12][13][14] Feminist critiques have analysed Chairman as an example of sexist language, associating the male gender with the exercise of authority, this has led to the widespread use of the generic "Chairperson".^[15]

In World Schools Style debating, as of 2009, chairperson or chair refers to the person who controls the debate; it recommends using Madame Chair or Mr. Chairman to address the chair.^[16] The FranklinCovey Style Guide for Business and Technical Communication and the American Psychological Association style guide advocate using chair or chairperson.^[17][18] The Oxford Dictionary of American Usage and Style (2000) suggested that the gender-neutral forms were gaining ground; it advocated chair for both men and women.^[19] The Daily Telegraph's style guide bans the use of chair and chairperson; the newspaper's position, as of 2018, is that "chairman is correct English".^[20] The National Association of Parliamentarians adopted a resolution in 1975 discouraging the use of chairperson and rescinded it in 2017.^[21][22]

Usage

Ambassador Leena Al-Hadid of Jordan chairs a meeting of the International Atomic Energy Agency, 2018.^[23]

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.^[1] During meetings, the person presiding is said to be "in the chair" and is also referred to as "the chair".^[1] 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.^[7][24]

In the British music hall tradition, the chairman was the master of ceremonies who announced the performances and was responsible for controlling any rowdy elements in the audience. The role was popularised on British TV in the 1960s and 1970s by Leonard Sachs, the chairman on the variety show The Good Old Days.^[25]

"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". Lenin, for example, officially functioned as the head of Soviet Russian government not as prime minister or as president but as "Chairman of the Council of People's Commissars".^[26][27] At the same time, the head of the state was first called "Chairman of the Central Executive Committee" (until 1938) and then "Chairman of the Presidium of the Presidium of the Supreme Soviet". In Communist China, Mao Zedong was commonly called "Chairman Mao", as he was officially Chairman of the Chinese Communist Party and Chairman of the Central Military Commission.

Roles and responsibilities

Duties at meetings

Sam Ervin (right), chairman of the United States Senate Watergate Committee, 1973

In addition to the administrative or executive duties in organizations, the chair presides over meetings.^[28] 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 questions (motions) to a vote, which is the usual way of resolving disagreements following discussion of the issues
• Adjourning the meeting

While presiding, the chair should remain impartial and not interrupt a speaker if the speaker has the floor and is following the rules of the group.^[29] In committees or small boards, the chair votes along with the other members; in assemblies or larger boards, the chair should vote only when it can affect the result.^[30] At a meeting, the chair only has one vote (i.e. the chair cannot vote twice and cannot override the decision of the group unless the organization has specifically given the chair such authority).^[31]

Powers and authority

The powers of the chair vary widely across organizations. In some organizations they have the authority to hire staff and make financial decisions. In others they only make recommendations to a board of directors, and or may have no executive powers, in which case they are mainly a spokesperson for the organization. The power given depends upon the type of organization, its structure, and the rules it has created for itself.

Disciplinary procedures

If the chair exceeds their authority, engages in misconduct, or fails to perform their duties, they may face disciplinary procedures. Such procedures may include censure, suspension, or removal from office. The rules of the organization would provide details on who can perform these disciplinary procedures.^[32] Usually, whoever appointed or elected the chair has the power to discipline them.

Public corporations

There are three common types of chair in public corporations.

Chairman and CEO

The chief executive officer (CEO) may also hold the title of chair, in which case the board frequently names an independent member of the board as a lead director. This position is equivalent to the position of président-directeur général in France.^{[citation needed]}

Executive chair

Executive chair is an office separate from that of CEO, where the titleholder wields influence over company operations, such as Larry Ellison of Oracle, Douglas Flint of HSBC and Steve Case of AOL Time Warner. In particular, the group chair 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. Before the creation of the group management board in 2006, HSBC's chair 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 chair oversaw the controls of the business through compliance and audit and the direction of the business.^[33][34][35]

Non-executive chair

Non-executive chair is also a separate post from the CEO; unlike an executive chair, a non-executive chair does not interfere in day-to-day company matters. Across the world, many companies have separated the roles of chair and CEO, saying that this move improves corporate governance. The non-executive chair's duties are typically limited to matters directly related to the board, such as:^[36]

• 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.

Examples

Christina Magnuson, as chairman,^[37] presides over the 2016 annual meeting of the Friends of the Ulriksdal Palace Theater.

Many companies in the US have an executive chair; this method of organization is sometimes called the American model. Having a non-executive chair is common in the UK and Canada; this is sometimes called the British model. Expert opinion is rather evenly divided over which is the preferable model.^[38] There is a growing push by public market investors for companies with an executive chair to have a lead independent director to provide some element of an independent perspective.^[39][40]

The role of the chair in a private equity-backed board differs from the role in non-profit or publicly listed organizations in several ways, including the pay, role and what makes an effective private-equity chair.^[41] Companies with both an executive chair and a CEO include Ford,^[42] HSBC,^[43] Alphabet Inc.,^[44] and HP.^[45]

Vice-chair and deputy chair

A vice- or deputy chair, subordinate to the chair, is sometimes chosen to assist and to serve as chair in the latter's absence, or when a motion involving the chair is being discussed.^[46] In the absence of the chair and vice-chair, groups sometimes elect a chair pro tempore to fill the role for a single meeting.^[47] In some organizations that have both titles, deputy chair ranks higher than vice-chair, as there are often multiple vice-chairs but only a single deputy chair.^[48] This type of deputy chair title on its own usually has only an advisory role and not an operational one (such as Ted Turner at Time Warner).^[49]

An unrelated definition of vice- and deputy chairs describes an executive who is higher ranking or has more seniority than an executive vice-president (EVP).

See also

• Executive director
• Non-executive director
• Parliamentary procedure in the corporate world
• President (corporate title)

References

1. Robert, Henry M.; et al. (2011). Robert's Rules of Order Newly Revised (11th ed.). Philadelphia, PA: Da Capo Press. p. 22. ISBN 978-0-306-82020-5.
2. Robert 2011, p. 448
3. Sturgis, Alice (2001). The Standard Code of Parliamentary Procedure (Fourth ed.). New York: McGraw-Hill. p. 163. ISBN 978-0-07-136513-0.
4. "Chairing". Cambridge Dictionary (Online ed.). Retrieved 22 January 2024.
5. Hellinger, Marlis, ed. (2001). Gender across languages: The Linguistic Representation of Women and Men (IMPACT: Studies in Language and Society). Amsterdam: Benjamins. p. 125. ISBN 90-272-1841-2.
6. "Chairperson". Merriam-Webster. Retrieved 2014-01-10.
7. Sturgis 2001, p. 11
8. "moderator". Chambers 21st Century Dictionary via Search Chambers. Edinburgh: Chambers Harrap.
9. 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.
10. "The many roles of the Speaker". New Zealand Parliament. Office of the Speaker, Parliament of New Zealand. 2006-02-01. Archived from the original on 2019-05-09. Retrieved 2019-05-09.
11. "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,...
12. Merriam-Webster's dictionary of English usage. Springfield, Mass.: Merriam-Webster. 1993. p. 235. ISBN 0-87779-132-5.
13. "Chairman". Dictionary.com Unabridged (v 1.1). 2006. Retrieved 2008-10-22.
14. 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)
15. • Margrit Eichler (28 October 2013). Nonsexist Research Methods: A Practical Guide. Routledge. p. 14. ISBN 978-1-134-97797-0. Typically, these analyses pointed out the use of so-called generic male terms as sexist... As a consequence of these critiques, guides were published that replaced so-called generic male terms with truly generic terms: policeman became police officer; fireman, fire fighter; postman, mail carrier; workman, worker; chairman, chairperson; mankind, humanity; and so on.
    • Barrie Thorne; Nancy Henley (1975). Language and Sex: Difference and Dominance. Newbury House Publishers. p. 28. ISBN 9780883770436. Is it possible to change sexist language? ... Much of the debate has centered around two types of change: the coining of new terms (such as Ms. to replace Miss/Mrs., and chairperson to replace chairman and chairwoman), and various proposal to replace he as the generic third person singular pronoun.
    • Dale Spender (1990). Man Made Language. Pandora. pp. 29–30. ISBN 978-0-04-440766-9. Another factor which we must bear in mind is that women need more words - and more positive words - not less. The removal of sexist words would not leave a large repertoire of words for women to draw upon! ... Some attempts have been made to modify sexist words and there arc signs that this on its own is insufficient to reduce sexism in language. Words such as police officer and chairperson have been an attempt to break away from the negative value which female words acquire by the creation of sex-neutral terms
    • "The language of gender". Oxford Living Dictionary. Oxford University Press. Archived from the original on 2019-05-10. Retrieved 2019-05-20. People also object to the use of the ending -man in words referring to professions and roles in society, for example postman, spokesman, or chairman. Since women are generally as likely as men to be involved in an occupation or activity nowadays, this type of word is increasingly being replaced by gender-neutral terms, e.g. postal worker, spokesperson, or chair/chairperson.
    • "Chairman - More About". Oxford Learner's Dictionary. Oxford University Press. Archived from the original on May 30, 2017. Retrieved 2019-05-20. When you are writing or speaking English it is important to use language that includes both men and women equally. Some people may be very offended if you do not ... Neutral words like assistant, worker, person or officer are now often used instead of -man or -woman in the names of jobs ... Neutral words are very common in newspapers, on television and radio and in official writing, in both British English and North American English.
    • "Chairman - Note". Cambridge Dictionary. Cambridge University Press. Retrieved 2019-05-20. Although chairman can refer to a person of either sex, chairperson or chair is often preferred to avoid giving the idea the person is necessarily male.
    • "Chairperson (usage note)". Dictionary.com. Retrieved 2019-05-20. Chairperson has, since the 1960s, come to be used widely as an alternative to either chairman or chairwoman. This change has sprung largely from a desire to avoid chairman, which is felt by many to be inappropriate and even sexually discriminatory when applied to a woman ... Chairperson is standard in all varieties of speech and writing.
    • "Chairman (usage note)". Macmillan Dictionary. Springer. Retrieved 2019-05-20. Many people prefer to say chair or chairperson, because the word chairman suggests that the person in this position is always a man.
    • "Chairman (usage note)". The American Heritage Dictionary. Houghton Mifflin Harcourt. Retrieved 2019-05-20. These compounds sometimes generate controversy because they are considered sexist by some people who believe that -man necessarily excludes females. Others believe that -man, like the word man itself, is an accepted and efficient convention that is not meant to be gender-specific.
    • "Chairman (usage note)". Collins English Dictionary. Retrieved 2019-05-20. Chairman can seem inappropriate when applied to a woman, while chairwoman can be offensive. Chair and chairperson can be applied to either a man or a woman; chair is generally preferred to chairperson
    • Marshall Cavendish Corporation (2010). Sex and society Volume 1: Abstinence – Gender Identity. New York: Marshall Cavendish Reference. p. 300. ISBN 978-0-7614-7906-2.
    • Zinsser, William (2007). On writing well : the classic guide to writing nonfiction (30. anniversary ed., 7. ed., rev. and updated, [Nachdr.] ed.). New York: HarperCollins. p. 81. ISBN 978-0-06-089154-1.
16. Quinn, Simon (2009). Debating in the World Schools style: a guide. New York: International Debate Education Association. p. 5. ISBN 978-1-932716-55-9.
17. England, Breck; Covey, Stephen R.; Freeman, Larry H. (2012). FranklinCovey style guide for business and technical communication (5th ed.). Upper Saddle River, N.J.: FT Press. p. 27. ISBN 978-0-13-309039-0.
18. Gurung, Regan A. R.; Schwartz, Beth M.; Landrum, R. Eric (2012). An easyguide to APA style. Thousand Oaks, Calif.: SAGE Publications. p. 54. ISBN 978-1-4129-9124-7.
19. Garner, Bryan A. (2000). The Oxford dictionary of American usage and style (2 ed.). Oxford: Oxford University Press. p. 61. ISBN 0-19-513508-3.
20. "Banned words". The Telegraph. 23 January 2018. Archived from the original on 2022-01-10.
21. "Chair, Chairperson, Chairman ... Which Should You Use?". National Association of Parliamentarians. 6 October 2017. Archived from the original on 2019-02-21. Retrieved 2019-02-20.
22. Miller, Casey; Swift, Kate (2000). The Handbook of Nonsexist Writing: For writers, editors and speakers (2nd ed.). Lincoln, NE: iUniverse.com. p. 32. ISBN 0-595-15921-4.
23. Dixit, Aabha (24 September 2018). "Ambassador Leena Al-Hadid Takes Over as New Chairperson of IAEA Board of Governors". International Atomic Energy Agency.
24. Robert 2011, p. 23
25. Baker, Richard Anthony (2014). British Music Hall: An Illustrated History. Barnsley: Pen & Sword. p. 207. ISBN 978-1-78383-118-0.
26. Cawthorne, Nigel (2012-07-24). Stalin: The Murderous Career of the Red Tsar. Arcturus Publishing (published 2012). ISBN 978-1-84858-951-3. Retrieved 2015-02-25. [...] Lenin, Stalin, Trotsky, Molotov and Abel Yenukidze [...] began discussing the structure of the new government. Lenin did not want to have 'ministers' as such, so Trotsky suggested that they should be called "peoples' commissars". The government itself would be the "Council of People's Commissars" and its chairman would be prime minister, in effect.
27. Brackman, Roman (2004). The Secret File of Joseph Stalin: A Hidden Life. Routledge. p. 116. ISBN 978-1-135-75840-0. On 26 October 1917, Lenin announced the creation of the Council of People's Commissars, having rejected the traditional title of minister as being too "bourgeois", and named himself the "Chairman of the Council".
28. Robert 2011, p. 449
29. Robert 2011, p. 44: "The presiding officer must never interrupt a speaker simply because he knows more about the matter than the speaker does."
30. "Frequently Asked Questions about RONR (Question 1)". The Official Robert's Rules of Order Web Site. The Robert's Rules Association. Archived from the original on 2004-11-12. Retrieved 2015-12-17.
31. Robert 2011, p. 406
32. "Frequently Asked Questions about RONR (Question 20)". The Official Robert's Rules of Order Web Site. The Robert's Rules Association. Archived from the original on 2004-11-12. Retrieved 2015-12-24.
33. HSBC investors against Michael Geoghegan becoming chairman. Telegraph. Retrieved on 2013-08-22.
34. HSBC chief Michael Geoghegan 'to quit' after failing to get top job Archived 2013-12-04 at the Wayback Machine. News.com.au (2010-09-24). Retrieved on 2013-08-22.
35. HSBC ex-chief Michael Geoghegan relaxes as another marathon looms. Telegraph. Retrieved on 2013-08-22.
36. Kefgen, Keith (2004-05-11). "The Non-Executive Chairman Comes of Age". HVS web site. HVS. Archived from the original on 27 October 2007. Retrieved 2011-04-03.
37. "We at Confidencen: Board and General Management". Retrieved 9 May 2019.
38. Behan, Beverly (10 January 2008). "Splitting the Chairman and CEO roles". BusinessWeek. Archived from the original on 2011-04-16. Retrieved 2011-04-03.
39. "COMMONSENSE PRINCIPLES OF CORPORATE GOVERNANCE" (PDF).
40. "Corporate Governance Principles for US Listed Companies". Archived from the original on 2 February 2017.
41. "What is the role of a chair of the board in a private equity company?\". www.nurole.com. 2018-05-04. Archived from the original on 2019-02-26. Retrieved 2019-02-25.
42. "About Us". Ford Motor Company. Ford Motor Company. 2019. Archived from the original on 2011-05-11. Retrieved 2011-04-05.
43. "Leadership". HSBC. 2019. Retrieved 2011-04-05.
44. "Board - Investor Relations". Retrieved 2011-04-05.
45. "HP Investor Relations – Board of directors". Hewlett-Packard. Retrieved 2011-09-24.
46. Robert 2011, p. 452
47. Robert 2011, p. 453
48. "Leadership". Rbccm.com. Retrieved 8 October 2017.
49. "Ted Turner quits as AOLTW Vice Chairman – TV News". Digital Spy. 2003-01-29. Retrieved 2011-12-31.

Further reading

• Trohan, Colette Collier (2014). A Great Meeting Needs a Great Chair. A Great Meeting. ASIN B00NP7BR8O.