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Chair (officer)

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"Chairman of the Board" redirects here. For other uses, see Chairman of the Board (disambiguation).
Leena Al-Hadid chairs a meeting of the International Atomic Energy Agency, 2018

The chairman (also chair, chairwoman, or chairperson) is the highest officer of an organized group such as a board, a committee, or a deliberative assembly. The person holding the office is typically elected or appointed by the members of the group, and the chairman presides over meetings of the assembled group and conducts its business in an orderly fashion.[1]

In some organizations, the chairman position is also called president (or other title),[2][3] in others, where a board appoints a president (or other title), the two different terms are used for distinctly different positions.

Terminology

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

Other terms sometimes used for the office and its holder include chair, chairperson, chairwoman, presiding officer, president, moderator, facilitator, and convenor.[4][5][6][7][8] The chairman of a parliamentary chamber is often called the speaker.[9][10]

The term chair is sometimes used in lieu of chairman, in response to criticisms that using chairman is sexist.[11][12][13][14] 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 1658–1659, only four years after the first citation for chairman.[15] Major dictionaries state that the word derives from "chair" (a seat or office of authority) and "man", a person.[12][16]

Variations

Agustín Vásquez Gómez of the Republic of El Salvador, chairperson of OPCW's Fourth Review Conference, November 2018

A 1994 Canadian study found the Toronto Star newspaper referring to most presiding men as "chairman", and to most presiding women as "chairperson" or as "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.[17] The National Association of Parliamentarians adopted a resolution in 1975 discouraging the use of “chairperson” and rescinded it in 2017.[18] The Wall Street Journal, The New York Times and United Press International all use "chairwoman" or "chairman" when referring to women, and forbid use of "chair" or of "chairperson" except in direct quotations.[19][20][21]

In World Schools Style debating, male chairs are called "Mr. Chairman" and female chairs are called "Madame Chair".[22] 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".[23][24] The Oxford Dictionary of American Usage and Style suggests that the gender-neutral forms are gaining ground. It advocates using "chair" to refer both to men and to women.[25] The Telegraph style guide bans the use of both "Chair" and "Chairperson" on the basis that "Chairman" is correct English.[26]

Examples

Janet Yellen, Chair of the Federal Reserve, 2017

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.[1] During meetings, the person presiding is said to be "in the chair" and is also referred to as "the chair".[1] Parliamentary procedure requires that members address the "chair" as "Mr. (or Madam) Chairman (or Chair or Chairperson)" rather than using a name – one of many customs intended to maintain the presiding officer's impartiality and to ensure an objective and impersonal approach.[6][27]

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. In his 1992 State of the Union address, then-U.S. President George H. W. Bush used "chairman" for men and "chair" for women.

In the British music hall tradition, the Chairman was the master of ceremonies who announced the performances and was responsible for controlling any rowdy elements in the audience. The role was popularised on British TV in the 1960s and 1970s by Leonard Sachs, the Chairman on the variety show The Good Old Days.[28]

"Chairman" as a quasi-title gained particular resonance when socialist states from 1917 onward shunned more traditional leadership labels and stressed the collective control of soviets (councils or committees) by beginning to refer to executive figureheads as "Chairman of the X Committee". Vladimir Lenin, for example, officially functioned as the head of Soviet Russia not as tsar or as president but in roles such as "Chairman of the Council of People's Commissars of the Russian SFSR".[29][30] Note in particular the popular standard method for referring to Mao Zedong: "Chairman Mao" (officially: Chairman of the Communist Party of China and Chairman of the Central Military Commission).

Roles and responsibilities

Duties at meetings

photograph
Moussa Faki, Chairperson of the African Union Commission, 2017
photograph
Maneka Gandhi (centre) chairs a meeting of India's Ministry of Women and Child Development, New Delhi, 2016.
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Sam Ervin (right) chairing the Senate Watergate hearings, 1973

In addition to the administrative or executive duties in organizations, the chairman has the duties of presiding over meetings.[31] Such duties at meetings include:

  • Calling the meeting to order
  • Determining if a quorum is present
  • Announcing the items on the order of business or agenda as they come up
  • Recognition of members to have the floor
  • Enforcing the rules of the group
  • Putting questions (motions) to a vote
  • Adjourning the meeting

While presiding, the chairman should remain impartial and not interrupt a speaker if the speaker has the floor and is following the rules of the group.[32] In committees or small boards, the chairman votes along with the other members. However, in assemblies or larger boards, the chairman should vote only when it can affect the result.[33] At a meeting, the chairman only has one vote (i.e. the chairman cannot vote twice and cannot override the decision of the group unless the organization has specifically given the chairman such authority).[34]

Powers and authority

The powers of the chairman vary widely across organizations. In some organizations the chairman has the authority to hire staff and make financial decisions, while in others the chairman only makes recommendations to a board of directors, and still others the chairman has no executive powers and is mainly a spokesman for the organization. The amount of power given to the chairman depends on the type of organization, its structure, and the rules it has created for itself.

Disciplinary procedures

If the chairman exceeds the given authority, engages in misconduct, or fails to perform the duties, the chairman may face disciplinary procedures. Such procedures may include censure, suspension, or removal from office. The rules of the particular organization would provide details on who can perform these disciplinary procedures and the extent that they can be done.[35] Usually, whoever appointed or elected the chairman has the power to discipline this officer.

Public corporations

There are three common types of chairman in public corporations.

Chairman and CEO

  • 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. This position is equivalent to the position of président-directeur général in France.

Executive chairman

  • Executive Chairman – An office separate from that of CEO, where the titleholder wields influence over company operations, such as Larry Ellison of Oracle, Douglas Flint of HSBC and Steve Case of the former AOL Time Warner. 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.[36][37][38]

Non-executive chairman

  • 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:[39]

  • 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.

Examples

Christina Magnuson as Chairman[40] presides over the 2016 annual meeting of the Friends of the Ulriksdal Palace Theater

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.[41]

There is a growing push by public market investors for companies with an executive Chairman to have a lead independent director to provide some element of an independent perspective.[42][43]

It is also worth noting that the role of the chair in a private equity backed board differs from the role in non profit or publicly listed organisations on a variety of measures, including the pay, role and what makes an effective private equity chair.[44]

Companies with both an executive chairman and a CEO include Ford,[45] HSBC,[46] Alphabet Inc.,[47] HP,[48] and Apple.[49]

Vice chairman and deputy chairman

A vice-chairman or deputy chairman, subordinate to the chairman, is sometimes chosen to assist the chairman[50][unreliable source?] and to serve as chairman in the absence of the chairman, or when a motion involving the chairman is being discussed.[51] In the absence of the chairman and vice chairman, groups sometimes elect a chairman pro tempore to fill the role for a single meeting.[52] 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.[53] This type of deputy chairman title on its own usually has only an advisory role and not an operational one (such as Ted Turner at Time Warner).[54]

An unrelated definition of vice chair and deputy chair describes an executive who is higher ranking or has more seniority than an executive vice president (EVP). Sometimes, EVPs report to a vice chair, who in turn reports directly to the chief executive officer (CEO) (so vice chairs in effect constitute an additional layer of management), while other vice chairs have more responsibilities but are otherwise on an equal tier with EVPs. Executives with the title vice chair and deputy chair are usually not members of the board of directors. The Royal Bank of Canada previously used "deputy chair" (i.e. Anthony S. Fell, Deputy Chairman of RBC, who was also Chairman and CEO of RBC Dominion Securities) and "vice chair" (i.e. Peter Currie, Vice Chairman and Chief Financial Officer) in their inner management circle until 2004.

See also

Further reading

  • Trohan, Colette Collier (2014). A Great Meeting Needs A Great Chair. A Great Meeting, Inc. ASIN B00NP7BR8O.

References

  1. ^ a b c Robert, Henry M.; et al. (2011). Robert's Rules of Order Newly Revised (11th ed.). Philadelphia, PA: Da Capo Press. p. 22. ISBN 978-0-306-82020-5. {{cite book}}: Invalid |ref=harv (help)
  2. ^ Robert 2011, p. 448
  3. ^ Sturgis, Alice (2001). The Standard Code of Parliamentary Procedure (Fourth ed.). New York: McGraw-Hill. p. 163. ISBN 978-0-07-136513-0. {{cite book}}: Invalid |ref=harv (help)
  4. ^ Hellinger, Marlis, ed. (2001). Gender across languages: The Linguistic Representation of Women and Men (IMPACT: Studies in Language and Society). Amsterdam: Benjamins. p. 125. ISBN 90-272-1841-2.
  5. ^ "Chairperson". Merriam-Webster. Retrieved 2014-01-10.
  6. ^ a b Sturgis 2001, p. 11
  7. ^ "moderator". Chambers 21st Century Dictionary via Search Chambers. Edinburgh: Chambers Harrap.
  8. ^ Although convener means someone who summons (convenes) a meeting, the convener may take the chair. The Oxford English Dictionary (2nd edition, 1989) offers this citation: 1833 Act 3–4 Will. IV, c. 46 §43 "The convener, who shall preside at such committee, shall be entitled to a casting vote." This meaning is most commonly found in assemblies with Scottish heritage.
  9. ^ "The many roles of the Speaker". New Zealand Parliament. Office of the Speaker, Parliament of New Zealand. 2006-02-01.
  10. ^ "About Parliament: The Lord Speaker". Parliament of the United Kingdom. Archived from the original on 2008-06-09. Retrieved 2008-10-23. ... responsibilities of the Lord Speaker include chairing the Lords debating chamber,... {{cite web}}: Unknown parameter |deadurl= ignored (|url-status= suggested) (help)
  11. ^ Marshall Cavendish Corporation (2010). Sex and society Volume 1: Abstinence – Gender Identity. New York: Marshall Cavendish Reference. p. 300. ISBN 0-7614-7906-6.
  12. ^ a b "Chairman". Dictionary.com Unabridged (v 1.1). 2006. Retrieved 2008-10-22.
  13. ^ Zinsser, William (2007). On writing well : the classic guide to writing nonfiction (30. anniversary ed., 7. ed., rev. and updated, [Nachdr.] ed.). New York: HarperCollins. p. 81. ISBN 0-06-089154-8.
  14. ^ "Chairperson". Dictionary.com Unabridged (v 1.1). 2006. Retrieved 2008-04-27.
  15. ^ Merriam-Webster's dictionary of English usage. Springfield, Mass.: Merriam-Webster. 1993. p. 235. ISBN 0-87779-132-5.
  16. ^ 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)
  17. ^ Romaine, Suzanne (1999). Communicating gender. Mahwah, NJ [u.a.]: Erlbaum. p. 309. ISBN 0-8058-2925-3.
  18. ^ Miller, Casey; Swift, Kate (2000). The Handbook of Nonsexist Writing (For writers, editors and speakers) (2nd ed.). Lincoln, NE: iUniverse.com. p. 32. ISBN 0-595-15921-4.; "Chair, Chairperson, Chairman…Which Should You Use?". National Association of Parliamentarians. Retrieved 2019-02-20.
  19. ^ editor, Paul R. Martin, style (2003). Essential guide to business style and usage. New York: Free Press. p. 41. ISBN 0-7432-2724-7. {{cite book}}: |last= has generic name (help)CS1 maint: multiple names: authors list (link)
  20. ^ Siegal, Allan M.; Connolly, William G. (2001). The New York Times manual of style and usage (Rev. and expanded ed., 1st pbk. ed.). New York: Three Rivers Press. p. 62. ISBN 0-8129-6389-X.
  21. ^ Martin, Harold; international, Bruce Cook; United press (2004). UPI style book & guide to newswriting (4 ed.). Sterling (Virginie): Capital Books. p. 43. ISBN 1-931868-58-1.
  22. ^ Quinn, Simon (2009). Debating in the World Schools style: a guide. New York: International Debate Education Association. p. 5. ISBN 1-932716-55-6.
  23. ^ England, Stephen R. Covey, Larry H. Freeman, Breck. FranklinCovey style guide for business and technical communication (5th ed.). Upper Saddle River, N.J.: FT Press. p. 27. ISBN 0-13-309039-6.{{cite book}}: CS1 maint: multiple names: authors list (link)
  24. ^ Gurung, Beth M. Schwartz, R. Eric Landrum, Regan A. R. An easyguide to APA style. Thousand Oaks, Calif.: SAGE Publications. p. 54. ISBN 1-4129-9124-2.{{cite book}}: CS1 maint: multiple names: authors list (link)
  25. ^ Garner, Bryan A. (2000). The Oxford dictionary of American usage and style (2 ed.). Oxford: Oxford Univ. Press. p. 61. ISBN 0-19-513508-3.
  26. ^ "Banned words". The Telegraph. Retrieved 2019-02-25.
  27. ^ Robert 2011, p. 23
  28. ^ Baker, Richard Anthony (2014). British Music Hall: An Illustrated History. Barnsley: Pen & Sword. p. 207. ISBN 978-1-78383-118-0.
  29. ^ Cawthorne, Nigel (2012-07-24). Stalin: The Murderous Career of the Red Tsar. Arcturus Publishing (published 2012). ISBN 978-1-84858-951-3. Retrieved 2015-02-25. [...] Lenin, Stalin, Trotsky, Molotov and Abel Yenukidze [...] began discussing the structure of the new government. Lenin did not want to have 'ministers' as such, so Trotsky suggested that they should be called 'Peoples' Commissars'. The government itself would be the 'Council of People's Commissars' and its chairman would be prime minister, in effect.
  30. ^ Brackman, Roman (2004). The Secret File of Joseph Stalin: A Hidden Life. Routledge. p. 116. ISBN 978-1-135-75840-0. On 26 October 1917 Lenin announced the creation of the 'Council of People's Commissars', having rejected the traditional title of 'minister' as being too 'bourgeois', and named himself the 'Chairman of the Council'.
  31. ^ Robert 2011, p. 449
  32. ^ Robert 2011, p. 44: "The presiding officer must never interrupt a speaker simply because he knows more about the matter than the speaker does."
  33. ^ "Frequently Asked Questions about RONR (Question 1)". The Official Robert's Rules of Order Web Site. The Robert's Rules Association. Archived from the original on 2004-11-12. Retrieved 2015-12-17. {{cite web}}: Unknown parameter |deadurl= ignored (|url-status= suggested) (help)
  34. ^ Robert 2011, p. 406
  35. ^ "Frequently Asked Questions about RONR (Question 20)". The Official Robert's Rules of Order Web Site. The Robert's Rules Association. Archived from the original on 2004-11-12. Retrieved 2015-12-24. {{cite web}}: Unknown parameter |deadurl= ignored (|url-status= suggested) (help)
  36. ^ HSBC investors against Michael Geoghegan becoming chairman. Telegraph. Retrieved on 2013-08-22.
  37. ^ HSBC chief Michael Geoghegan 'to quit' after failing to get top job. News.com.au (2010-09-24). Retrieved on 2013-08-22.
  38. ^ HSBC ex-chief Michael Geoghegan relaxes as another marathon looms. Telegraph. Retrieved on 2013-08-22.
  39. ^ Kefgen, Keith (2004-05-11). "The Non-Executive Chairman Comes of Age". HVS web site. HVS. Archived from the original on 27 October 2007. Retrieved 2011-04-03. {{cite news}}: Unknown parameter |dead-url= ignored (|url-status= suggested) (help)
  40. ^ "We at Confidencen: Board and General Management". Retrieved 9 May 2019.
  41. ^ Behan, Beverly (10 January 2008). "Splitting the Chairman and CEO roles". BusinessWeek. Archived from the original on 2011-04-16. Retrieved 2011-04-03. {{cite news}}: Unknown parameter |deadurl= ignored (|url-status= suggested) (help)
  42. ^ "COMMONSENSE PRINCIPLES OF CORPORATE GOVERNANCE" (PDF). {{cite web}}: Cite has empty unknown parameter: |dead-url= (help)
  43. ^ "Corporate Governance Principles for US Listed Companies". Archived from the original on 2 February 2017. {{cite web}}: Unknown parameter |dead-url= ignored (|url-status= suggested) (help)
  44. ^ "What is the role of a chair of the board in a private equity company?\". www.nurole.com. 2018-05-04. Retrieved 2019-02-25.
  45. ^ "About Us". Ford Motor Company. Ford Motor Company. 2019. Archived from the original on 2011-05-11. Retrieved 2011-04-05. {{cite web}}: Unknown parameter |dead-url= ignored (|url-status= suggested) (help)
  46. ^ "Leadership". HSBC. 2019. Retrieved 2011-04-05.
  47. ^ "Board - Investor Relations". Google. Retrieved 2011-04-05.
  48. ^ "HP Investor Relations – Board of directors". Hewlett-Packard. Retrieved 2011-09-24.
  49. ^ "Apple Leadership". Apple Inc. Retrieved 2014-11-06.
  50. ^ "vice-chairman". infoplease.com. Sandbox Networks, Inc.
  51. ^ Robert 2011, p. 452
  52. ^ Robert 2011, p. 453
  53. ^ "Leadership". Rbccm.com. Retrieved 8 October 2017.
  54. ^ "Ted Turner quits as AOLTW Vice Chairman – TV News". Digital Spy. 2003-01-29. Retrieved 2011-12-31.
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