Chairman

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The chairman is the highest office of an organized group such as a board, committee, or deliberative assembly. The person holding the office is typically elected or appointed by the members of the group. The chairman presides over meetings of the assembled group and conducts its business in an orderly fashion.^[1] When the group is not in session, the chairman's duties often including acting as its head, its representative to the outside world and its spokesperson.

The terms chair and chairperson are sometimes used to avoid the perceived sexism of "chairman"; chairwoman is sometimes used as a female counterpart to "chairman".^[2][3] The National Association of Parliamentarians does not approve using "chairperson."^[4]

A vice chairman is sometimes chosen to be subordinate to and to serve in the absence of the chairman.^[5] In the absence of the chairman and vice chairman, groups sometimes elect a chairman pro tem to fill the role for a single meeting.^[1]

Chairman has its origins in 10th century Kingdom of England, when the king or his spokesman sat alone in a chair before the group, who sat on benches. Other terms sometimes used for the office and its holder include presiding officer, president, moderator, chair, and convener.^[6][7][8] The chairman of a parliamentary chamber is often called the speaker.^[9][10] In the United States, the presiding officer of the "lower" house of a legislative body, such as the U.S. House of Representatives, is frequently titled the Speaker, while the "upper" house, such as the U.S. Senate, is commonly chaired by a "President".

Chair also refers 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”. He or she is also referred to as “the chair.” Parliamentary procedure requires that members address the “chair” rather than the “chairman,” or by using a person's name. This is one of many customs aimed at maintaining the presiding officer's impartiality and insuring an objective and impersonal approach.^[1]

Contents 1 Corporate governance 2 Chairman of the Board types and their relation to the company management 3 Academic position 4 See also 5 References 6 Further reading 7 External links

Corporate governance

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A chairman is selected by a company's board to lead the board of directors, preside over meetings, and lead the board to consensus from the disparate points of view of its members. The chairman is the presiding director over the other directors on the board and is expected to be fair, a good listener, and a good communicator. Directors have a high level of fiduciary responsibility for overseeing the operation of a corporation. The term president is often used interchangeably with chairman, especially in the United States. The CEO is the head of the management committee and usually reports to the board, which is headed by the chairman.

In public companies, the role of the chairman of the board is distinct from that of the company's CEO or managing director. This point has more recently been brought into focus after corporate governance shortcomings were observed in companies where the two roles are combined. It is believed that the separation of functions within the board of directors or in the structure of the supervisory board and management board would facilitate control over the workings of the company and increase the accountability of the CEO or chairman of the management board. In an attempt to inject transparency into the relationship between executive management and the board of directors as well as between management and the market or shareholders, the UK Cadbury Report was published in 1992. Its recommendations have been adopted to a greater or lesser extent by some countries within the European Union and the United States, as well as by the World Bank.

Chairman of the Board types and their relation to the company management

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In the case of companies and similarly-organized bodies, there are generally two types of Chairman: Non-executive and Executive.

Non-executive Chairman of Board:

• A part-time officeholder who sits on and chairs the main board of a company.
• Provides support and advice to a CEO.
• This position usually entails fulfilling a similar function on a number of additional board committees, as well as being a political figurehead of the Company.

Executive Chairman of Board:

• A full-time officeholder who typically leads the board and also takes a hands-on role in the company's day-to-day management.
• Helps the CEO to oversee all the operational aspects involved in running the company, which include project planning and development delivery, retail and leasing, sales, market research and many other areas within their extensive scope.
• Has overall responsibility for the company which involves engineering and controlling the company's current growth in and future expansion into international markets.
• In addition, oversees all projects' development activities and related businesses of the company, generating significant financial returns for the shareholders and driving sustainable development.

The chairman often sets the style of leadership of the board which in turn filters down through the organization.

Academic position

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Chairs at academic institutions refer to the position, rather than the individual, and are often named after the person who donated the money to support the position. Professors appointed to such a chair often receive guaranteed funding (often endowed). Colleges and universities, especially older and well-financed ones, may have many such chairs.

Some of the best known chairs have been held by a succession of well-known scholars; the Lucasian Chair of Mathematics at the University of Cambridge has been held by Isaac Newton, Charles Babbage, Paul Dirac, and Stephen Hawking, while the Quain Chair of Jurisprudence has been held by John Austin, H. L. A. Hart, and Ronald Dworkin.

The word chair is also used in American universities to refer to the head of an academic department, particularly if the policies of a university are such that the chair is elected directly, or appointed with the recommendation of, the department's faculty. Chairs are simultaneously administrators and faculty members; chairs at one major American university system were estimated to spend 61 to 80 percent of their time on administrative duties, as opposed to their research and teaching.^[11]

See also

• Agency cost
• Board of Directors
• Corporate title
• Moderator of the General Assembly (Christianity)
• Town meeting
• President
• Presiding Officer (disambiguation)
• Robert's Rules of Order
• Speaker (politics)
• Vice President
• Chair (academic department)

References

• (French) MEDEF on corporate governance

Further reading

• Alice Sturgis; American Institute of Parliamentarians Revision Committee (2001), "19 Officers: The President ...", The standard code of parliamentary procedure (Fourth ed.), New York: McGraw-Hill, pp. 162–165, ISBN 978-0071365130 

External links

Look up chair, chairman, chairwoman, chairperson, or preside in Wiktionary, the free dictionary.

v • d • e Parliamentary Procedure Major concepts Deliberative assembly · Motions · Main motion · Quorum · Session Subsidiary motions Postpone indefinitely · Amend · Commit · Postpone to a certain time · Limit or extend limits of debate · Previous question · Lay on the table Privileged motions Call for the orders of the day · Raise a question of privilege · Recess · Adjourn · Fix the time to which to adjourn Incidental motions Point of order · Appeal · Suspend the rules · Objection to the consideration of a question · Division of a question · Consideration by paragraph or seriatim · Division of the assembly · Motions relating to methods of voting and the polls · Motions relating to nominations Incidental motions (Requests and inquiries) Parliamentary inquiry · Point of information · Request for permission to withdraw or modify a motion · Request to read papers · Request to be excused from a duty · Request for any other privilege Motions that bring a question again before the assembly Take from the table · Rescind, repeal, annul or amend something previously adopted · Discharge a committee · Reconsider Legislative procedure Call of the house · Hoist · Pass on Disciplinary procedures Censure · Declare the chair vacant · Impeach Parliamentary authorities Robert's Rules of Order Newly Revised (RONR) · The Standard Code of Parliamentary Procedure (TSC) · Demeter's Manual · Riddick's Rules of Procedure · Mason's Manual of Legislative Procedure Other concepts Chair · Committee · Committee of the whole · Dilatory motions and tactics · Minutes · Second · History of parliamentary procedure · Principles of parliamentary procedure

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