Chair of Governors Role
Chair of Governors Role
The Chair leads the governing body and gives it direction, sets its agenda (in collaboration with the CEO & Governance Professional) and ensures it is an effective team at the head of the college. He/she must promote a culture of openness and debate and is responsible for effective communication with the management team and all stakeholders. Further guidance for the Chair on building a relationship with the CEO, can be found on the Association of Chairs website, and is entitled A Question of Balance – a guide to the chair and chief executive relationship. The Chair of Governors is also the key lead for both evaluation of the CEO/Principal's performance and the evaluation of the Board. Further information, support and templates on CEO and Governor appraisals can be found at Challenge & Support and on board evaluations, at Governance Reviews.
With a significant number of chairs previously being CEOs, their is a challenge to be addressed in this change of role. Comfortable with being action and results orientated, many find that the attributes and skills that made them effective CEOs, no longer apply and can indeed hinder in the role of chair! The necessary change from doing to helping others do - 'being the guide on the side', can be difficult but ultimately hugely rewarding. "I derive enormous satisfaction from seeing how the board arrives at a good decision without my saying a word about it". Facilitating effective decision-making is a key part of the chair's role. The governance professional can support the chair in this role, not least by having direct access to legal advice and with in-depth knowledge of the institution, the ability to source expert internal advice when required.
The Code of Good Governance for English Colleges - implications for the Chair
The Code of Good Governance for English Colleges states, in principle I.10-15:
- The chair is responsible for the leadership of the board and ultimately to the stakeholders for its effectiveness. The chair should take particular care that the board observes the values of college governance, as set out in this Code
- The board must appoint a chair from amongst its external members. One or more vice-chairs or deputy chairs should be appointed to act in the absence of the chair. The process by which the chair is nominated and elected should be agreed by the board as a formal part of the college’s governance procedures and s/he should have a role description agreed by the board.
- The chair is a non-executive role and should not be drawn into day-to-day management. S/he should promote the effective and efficient operation of the board, ensuring that members work together effectively.
- The chair should foster a supportive and constructively challenging working relationship particularly between the chair, the Principal and the clerk but also involving other members of the board and the senior leadership team.
- The chair should ensure that there is effective communication between the board and all its stakeholders, both internal and external.
- The chair is responsible for providing support to the Principal and the clerk as required, and for leading the regular assessment of their performance, drawing on the views of other governors
Before the introduction of the Education Act 2011 governance freedoms, there was no provision for Chair’s actions for further education Corporations. Between meetings of the Corporation, the Chair could only exercise on behalf of the Corporation such functions as had been specifically delegated to him/her by the Corporation pursuant to Article 4(1). Any other decision which the Chair allegedly took on behalf of Corporation members had to be ratified, i.e. approved and not merely reported for information, at a
subsequent meeting of the Corporation. Using the mechanism recognised in other sectors and known as taking Chair’s action, was considered to be risky and inadvisable.
When urgent business requires approval of the Corporation between its scheduled meetings, the normal course of action should be the convening of a special meeting of the Corporation to consider the matter. A Corporation can now, following the new introduction of the new freedoms, determine to amend its Instrument & Articles of Government (or at the very least its Standing Orders) to delegate authority to the Chair to take Chair’s action in prescribed circumstances, e.g. where action needs to be taken urgently between regular Corporation meetings and it is not reasonably practicable to convene a special meeting. The Chair should consult the Principal/CEO and Governance Professional as a minimum, and such action should only be used in exceptional circumstances. The Corporation’s Standing Orders should, as a minimum, provide for the reporting of any Chair’s action to the next meeting of the Corporation and ideally for the Chair’s decisions to be ratified by the Corporation.