The chairman, also simply known as the chair, is the highest officer 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. When the group is not in session, the officer's duties often include acting as its head, its representative to the outside world and its spokesperson.
Other terms sometimes used for the office and its holder include chair, chairperson, chairwoman, presiding officer, president, moderator, facilitator, and convenor. The chairman of a parliamentary chamber is often called the speaker.
The term chair is used in lieu of chairman, in response to criticisms that using chairman is sexist. It is commonly used today, and has been used as a substitute for chairman since the middle of the 17th Century, with its earliest citation in the Oxford English Dictionary dated 1658-9, only four years after the first citation for chairman.
In his 1992 State of the Union address, then-U.S. President George H.W. Bush used chairman for men and chair for women. A 1994 Canadian study found the Toronto Star newspaper referring to most men as chairman, and most women as chairperson or chairwoman. The Chronicle of Higher Education uses chairman for men and chairperson for women. An analysis of the British National Corpus found chairman used 1,142 times, chairperson 130 times and chairwoman 68 times. The National Association of Parliamentarians does not approve using "chairperson". The Wall Street Journal, the New York Times and United Press International all use chairwoman or chairman for women, and forbid use of chair or chairperson except in direct quotations. In World Schools Style debating, male chairs are called Mr. Chairman and female chairs are called Madame Chair. The FranklinCovey Style Guide for Business and Technical Communication, as well as the American Psychological Association style guide, advocate using "chair" or "chairperson", rather than "chairman". The Oxford Dictionary of American Usage and Style suggests that the gender-neutral forms are gaining ground. It advocates chair for both men and women.
In the United States, the presiding officer of the "lower" house of a legislative body, such as the House of Representatives, is frequently titled the Speaker, while the "upper" house, such as the Senate, is commonly chaired by a President.
The word chair can refer 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”, the person 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 intended to maintain the presiding officer's impartiality and insuring an objective and impersonal approach.
Riddick's Rules of Procedure, among others, claim an etymology of chairman as derived from the Latin manus, or "hand", and use this to claim gender-neutrality for the word. Some etymologists consider this to be incorrect, and many dictionaries claim that the word is from "chair" (a seat or office of authority) and "man", a person. A further derivation could be from the Latin 'men's (genitive mentis) = 'mind' making the meaning 'chief thinker', which is gender-neutral.
There are three types of chairman in public corporations.
- Chairman and CEO – The CEO may also hold the title of chairman, in which case the board frequently names an independent member of the board as a lead director.
- Executive chairman – An office separate from that of CEO, where the titleholder wields influence over company operations, such as Steve Case of AOL Time Warner and Douglas Flint of HSBC. In particular, the group chairmanship of HSBC is considered the top position of that institution, outranking the chief executive, and is responsible for leading the board and representing the company in meetings with government figures. Prior to the creation of the group management board in 2006, HSBC's chairman essentially held the duties of a chief executive at an equivalent institution, while HSBC's chief executive served as the deputy. After the 2006 reorganization, the management cadre ran the business, while the chairman oversaw the controls of the business through compliance and audit and the direction of the business.
- Non-executive chairman – also a separate post from the CEO, unlike an executive chairman, a non-executive chairman does not interfere in day-to-day company matters. Across the world, many companies have separated the roles of chairman and CEO, often resulting in a non-executive chairman, saying that this move improves corporate governance.
The non-executive chairman's duties are typically limited to matters directly related to the board, such as:
- Chairing the meetings of the board.
- Organizing and coordinating the board's activities, such as by setting its annual agenda.
- Reviewing and evaluating the performance of the CEO and the other board members.
Many U.S. companies have an executive chairman, and this method of organization is sometimes called the American model. Having a non-executive chair is common in the United Kingdom and Canada, and is sometimes called the British model. Expert opinion is rather evenly divided over which is the preferable model overall.
Vice Chairman and Deputy Chairman
A vice-chairman (or deputy chairman), subordinate to the chairman, is sometimes chosen to assist the chairman and to serve as chairman in the absence of the chairman, or when a motion involving the chairman is being discussed. In the absence of the chairman and vice chairman, groups sometimes elect a chairman pro tempore to fill the role for a single meeting. In some organizations that have both titles, deputy chairman ranks higher than vice chairman, as there are often multiple vice chairs but only a single deputy chair. This type of Vice Chairman title on its own usually has only an advisory role and not an operational one (such as Ted Turner at Time Warner).
An unrelated definition of Vice Chair describes an executive who is higher ranking or has more seniority than Executive Vice President. Sometimes, EVPs report to the Vice Chair who in turn reports directly to the CEO (so Vice Chairs in effect constitute an additional layer of management), other Vice Chairs have more responsibilities but are otherwise on an equal tier with EVPs. Executive vice chairman are usually not necessarily be on the board of directors. Royal Bank of Canada previously used Vice Chair in their inner management circle until 2004 but have since renamed them as Group Head.
While a person elected to fill the role pro tempore for a single meeting is normally called a chairman, when elected as a temporary chairman for a longer duration (e.g. until new elections to the board take place, or until a resignation is formerly finalized) this position may be known as a pro-chairman.
- Board of directors
- European company law
- Executive director
- German company law
- Non-executive director
- Parliamentary procedure in the corporate world
- UK company law
- US corporate law
- Chairman Mao
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- See also The American Heritage Dictionary, the Oxford English Dictionary, the online edition of the current Merriam-Webster dictionary, Word Origins by Anatoly Liberman (page 88), Merriam-Webster's Dictionary of English Usage (page 235)
- HSBC investors against Michael Geoghegan becoming chairman. Telegraph. Retrieved on 2013-08-22.
- HSBC chief Michael Geoghegan 'to quit' after failing to get top job. News.com.au (2010-09-24). Retrieved on 2013-08-22.
- HSBC ex-chief Michael Geoghegan relaxes as another marathon looms. Telegraph. Retrieved on 2013-08-22.
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- Alice Sturgis; American Institute of Parliamentarians (2001). "19 Officers: The President ...". The standard code of parliamentary procedure (Fourth ed.). New York: McGraw-Hill. pp. 162–165. ISBN 978-0-07-136513-0