The Chair’s job is not simply to open meetings, follow the agenda, recognise speakers and call for votes. These are necessary parts of the role, but they do not explain its full value.
The Nigerian Code of Corporate Governance 2018 (NCCG 2018) captures this broader responsibility. Principle 3 states that the Chair is responsible for providing overall leadership of the company and the board, while eliciting the constructive participation of all directors to facilitate the board’s effective direction.
The real job, therefore, is to make the board work as a group, provide leadership without taking over management, encourage constructive challenge and help the board make sound decisions.
The job description is not the whole job
The NCCG 2018 states that the Chair’s primary responsibility is to ensure that the board operates effectively and works as a group towards achieving the company’s strategic objectives.
That phrase, “works as a group,” matters.
A board is not simply a collection of individuals with impressive CVs. Its value comes from bringing together different experiences, skills, judgement, and viewpoints in a collective decision-making process.
This is where the Chair becomes more than the person sitting at the head of the table.
Who has spoken too much? Who has not spoken at all? Is the board genuinely debating an issue, or simply agreeing with management? Has an important risk been overlooked because everyone is concentrating on this year’s numbers?
Consider the director who has said almost nothing throughout the discussion. An effective Chair might ask:
“You have been quiet on this issue. Is there anything you think we are missing?”
Sometimes, the most valuable contribution in the room comes from the person who has said the least.
Leading the board, not running the company
The NCCG makes an important distinction: the Chair should be a Non-Executive Director and should not be involved in the company’s day-to-day operations. Those responsibilities primarily belong to the MD/CEO and the management team. The Chair leads the board. The CEO leads management. This distinction can become blurred, particularly when a Chair has deep industry experience, a founder remains influential, or the Chair and CEO have a long-standing relationship.
A Chair may know exactly how to solve an operational problem. That does not necessarily mean the Chair should solve it.
The better question may be: “Has management considered the right options, understood the risks, and made a properly informed decision?”
The Chair is the keeper of boardroom quality
A good board does not necessarily mean a board where everyone agrees. A board where everyone agrees too quickly should ask whether it is challenging itself sufficiently.
The Chair has a central role in creating an environment where disagreement is possible without becoming personal. Directors should be able to question an assumption, challenge a proposal or disagree with a colleague without being regarded as disloyal.
The NCCG assigns the Chair responsibility for ensuring that the board is effective and functions cohesively. Cohesion, however, should not be confused with uniformity.
Imagine a board spending an hour debating an operational issue while a major strategic risk receives ten minutes at the end of the meeting.
The Chair must recognise the imbalance. This is why the NCCG gives the Chair responsibility for agreeing an annual board plan, ensuring that agendas are properly set and ensuring that meetings are properly conducted.
The agenda is not merely administrative. What the board spends its time discussing tells you what the board considers important.
The Chair and the CEO
Perhaps no relationship requires more care than that between the Chair and the MD/CEO. The NCCG states that the Chair should provide guidance to the MD/CEO and be available for regular communication. This requires trust, but not dependence.
The CEO should be able to discuss difficult matters with the Chair openly while knowing that the Chair will still provide appropriate challenge.
A CEO who expects every proposal to be approved without serious questioning may stop expecting meaningful challenge from the board. On the other hand, a Chair who constantly second-guesses management can create confusion about who is responsible for running the company. The Chair should therefore be able to say: “I support you, but I am still going to ask the difficult question.” That is not hostility. It is good governance.
When the Chair has to ask the uncomfortable question
Every board eventually reaches a moment when someone has to ask what others would rather avoid. Why did we miss this? Are we still confident in this strategy? What happens if our assumption is wrong? Is the CEO’s performance where it needs to be? Do we have the right leadership for the company’s next phase? Are we prepared for a risk that has not yet materialised?
The Chair is often the person who must create space for these questions.
This requires courage, but also judgement. The objective is not to embarrass management or demonstrate authority. It is to improve the board’s understanding and decision-making.
The Chair must also ensure that all directors have the opportunity to contribute. A board dominated by a few voices cannot make full use of the expertise around the table.
Information is part of board leadership
Another important NCCG provision is that the Chair is responsible for ensuring that management provides directors with accurate, timely and adequate information. This is fundamental to effective oversight.
Directors cannot exercise sound judgement if they receive incomplete information, receive it too late or cannot understand what it means. Good board leadership, therefore, begins before the meeting.
Are directors receiving the information they need? Are material risks being disclosed? Are reports sufficiently clear? Does management distinguish between information and analysis? Do directors have enough time to consider major decisions?
A board can have highly experienced directors and still struggle if the information reaching them is inadequate.
Building the Board
The Chair’s responsibility also extends beyond individual meetings. The NCCG provides that the Chair should ensure that the board and its committees have individuals with relevant skills, competencies and experience. The Chair should also ensure that new directors receive induction and that continuing education is available to all directors.
This raises important questions. Does the board have the skills it needs today? What skills will it need in the future? Where are the gaps? Are directors continuing to learn as the business, regulations, technology and risks change?
An effective Chair does not simply lead the board that exists. The Chair helps prepare the board the organisation will need.
Independence and Trust
Board independence is not only a formal classification. It is also demonstrated through behaviour. Can a director disagree with the Chair? Can the board challenge a successful CEO? Can directors question a strategy that has delivered good results in the past? Can the Chair prevent personal relationships, institutional interests or executive influence from determining the board’s position?
These questions are particularly relevant in the boardrooms, where founders, family interests, government ownership or influence, institutional investors and strong relationships between directors and management may shape board dynamics.
None automatically prevents effective governance. But they make independent judgement and constructive challenge particularly important.
The NCCG also provides for the Chair to interact periodically with Non-Executive Directors, creating an opportunity for candid engagement outside the formal rhythm of board meetings.
What does a good Chair leave behind?
Perhaps the best way to understand the Chair’s real job is to ask what should be different after several years of effective board leadership.
The board should be stronger.
Directors should understand their responsibilities more clearly. Discussions should be more purposeful. Management should expect constructive challenge. Difficult issues should surface earlier. Board succession should be deliberate rather than accidental.
Most importantly, the board should not become dependent on the Chair’s personality. A Chair who builds a board that cannot function without the Chair has created dependence rather than institutional strength.
A Chair who develops capable directors, supports succession, encourages continuous learning, and leaves behind a board capable of exercising sound judgement has created something more lasting.
So, what is the real job?
The real job of a Board Chair is not to have all the answers. It is to make sure the right questions are being asked by the right people at the right time. It is to create a boardroom where directors can challenge without fear, management can speak honestly, disagreement can improve decisions, and difficult issues cannot easily be pushed aside.
It is to lead without taking over, challenge without undermining, and support without becoming dependent. The best evidence of effective board leadership may not be a perfectly conducted meeting.
It may be the meeting where a quiet director finally speaks up, a difficult issue is confronted honestly, a flawed assumption is challenged, or the board changes its mind because someone asked the question that needed to be asked.
That is the real job.
Not to be the loudest voice in the room, but to make the board better at using every voice in it.