The challenges of being chair: David Kirk MAICD

The role of the chair is crucial in any organisation when it comes to dealing with the CEO, other board members and decision-making on the board. But the challenges are many, as outlined by this week’s Boardroom Conversations podcast guest, ex All Blacks Captain David Kirk MAICD, who is co-founder of listed venture capital fund Bailador and chair at a range of organisations including KMD Brands, Forsyth Barr Investment Services and KiwiHarvest. Listen to the podcast here.

How should the chair of any board handle disagreements and conflict and steer board discussions towards a consensus? Kirk says there’s a difference between healthy differences of opinion and board members takings things personally.

“You want disagreements on a board,” he told the AICD podcast Boardroom Conversations. “You want different points of view. You want opinions. You want people who build on other people's opinions.

“What you don't want is conflict. What you don't want is people feeling like there's a personal slight there, or that that person doesn't know what they're doing and they should just shut up and let me talk.”

There's pretty much a guarantee on good boards that people won’t all think in the same way, so the chair's role is to facilitate discussion to move decision-making in a direction towards consensus.

“And that's the chair's job to some extent, to shepherd the conversation in a direction as it emerges what the majority of the board is thinking about. And to sum up, clarify and make sure that going around the room, that everyone is on board with it and they don't feel it's being pushed through despite them.”

While some board members might never quite agree, good boards, which feature members with good emotional intelligence (EQ) will see that the weight of conversation is going in a direction they might not quite agree with, but they'll see the strength of arguments on the other side. And they will see the need for consensus, that this is the right thing to do.

CEO-Chair Dynamic

Similarly, dealing with the CEO requires balance and trust.

“It's not easy. It's quite a challenging role because you need to be a great supporter as the chair. You need to be a great supporter of the CEO and do everything you can to help them succeed. But at the same time, they've always got to know that, if things don't work out, you will be the person as the chair who walks in and sits down with them and says, ‘this is going to come to an end’. So, there needs to be that kind of relationship of absolute trust and openness and clarity.”

The chair needs to be “very clear” with the chief executive about what's expected. “It’s just unfair for a chief executive not to know what the chair and the board generally wants from her or him.

“They need to be well-informed about what success looks like and what the board is looking for. And then you need to have a professional, but also a bit of a personal relationship. You need to like each other. You need to want to work together.”

Successful chairs understand the business, know the business and can be a genuine adviser if the chief executive is looking for that.

But the main thing for the chair to focus on is being careful as they are genuinely not accountable for the outcomes and tasks that the CEO is required to deliver. The board is a governance body. “It's not an executive body.”

Choosing the right boards

Kirk says he chooses boards for various reasons, which range from the people who sit on the board, through to whether he feels he can make a difference with his skills and make a contribution.

He first decides whether he likes the business or not. “Do I want to be working in that business? I mean, I'm sure it's great being on a big bank board, but for me that would be very difficult. Thousands of pages of board papers to read through, lots of risk management, lots of regulatory requirements. I really just couldn't do that. I wouldn't want to do that. It’s just not something I'm interested in.”

He is personally more interested in businesses such as KMD Brands, which is trying to do something “really difficult”, which is to take brands from Australasia and make them into global brands. “So being involved with that, I just find very interesting and challenging.”