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On Board: A Guide for Board Members of Public Bodies in Scotland

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3.3 The Roles and Responsibilities of the Chair

What additional roles and responsibilities does the Chair have?

The Chair has some additional responsibilities over and above those of ordinary Board members, particularly in relation to strategic leadership and the conduct of Board business. These include:

  • taking lead responsibility in representing the body in links with Ministers and the Scottish Parliament (other Board members may also be involved from time to time);
  • advising the sponsor Department and Minister about Board appointments and the performance of individual members;
  • taking the lead in building links, at Board level, with partner organisations and other stakeholders;
  • ensuring that all Board members have a proper knowledge and understanding of their corporate roles and responsibilities;
  • ensuring that the Board carries out its essential functions efficiently and effectively so that:
    • all planned business is dealt with, a conclusion is reached in respect of each item and each member of the Board understands the conclusion;
    • the Board takes proper account of Departmental guidance etc in reaching decisions;
    • all decisions by the Board are clearly and accurately minuted;
    • the Board delegates sufficient authority to its committees and to the Chief Executive;
    • all Board members are given the opportunity to express their views before any important decision is taken; and
    • the Board receives professional advice when needed.
  • developing an effective working relationship with the Chief Executive:
    • overseeing the way the Chief Executive, together with the other senior managers, implements Board decisions;
    • agreeing the Chief Executive's annual performance targets and undertaking the assessment of his/her performance - possibly gaining Board (or Board Committee) approval for both the targets and the performance assessment.

The Effective Chair

  • Develops and maintains a positive relationship with the Minister and the sponsor Department
  • Ensures that the Board maintains a focus on strategy and performance and is not distracted by detail
  • Sets the agenda, style and tone of the Board discussions to promote effective decision-making and constructive debate
  • Promotes effective relationships and open communication, both inside and outside the Boardroom, between non-executive Board members and the Executive team
  • Builds an effective and complementary Board, initiating change and planning succession in Board appointments, subject to Ministerial approval and OCPAS guidelines
  • Promotes the highest standards of corporate governance and seeks compliance with the provisions of the Code of Conduct for Board Members, upholding the highest ethical standards of integrity and probity
  • Ensures effective implementation of Board decisions
  • Establishes a relationship of trust with the Chief Executive, providing support and advice while respecting Executive responsibility
  • Develops and maintains positive relationships at Board level with stakeholders ensuring mutual understanding and cooperation

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Page updated: Tuesday, July 11, 2006