Chairing the board of directors (“BOD”) of a professional body (also known as a “professional order” in Quebec) entails much more than just directing its work. Board chairs exercise legal, strategic and political roles and responsibilities. They embody the professional order’s mission and vision. They must exhibit leadership and anticipate change to inspire board members and management to look beyond short-term needs while upholding the order’s mission and vision and the values of the profession it represents. The chair charts a course for the BOD by instilling a culture and a dynamic focused on protecting the public while also addressing challenges to secure the organization’s future. They must strive to create an environment in which directors feel comfortable broaching sensitive issues with respect, courage and open minds. In the words of Yvan Allaire, Chair Emeritus of the Institute for governance of private and public organizations (IGOPP), “the board chair is, first and foremost, guardian of the organization’s legitimacy and credibility with members and stakeholders. Their role requires great finesse, and can’t be reduced to prescriptive requirements and boardroom conventions.”1
The board chair’s crucial role in maintaining an effective board makes succession planning an essential part of good governance for any professional body. Handing over the reins can be a delicate process, especially when the chair has been in office for years or a current director feels their turn has come. For all these reasons, BODs must consider a host of factors when seeking to ensure a smooth transition at the head of the table.
To start, boards should regularly assess the methods used to elect a new chair. What is in the organization’s best interest: a general election open to its entire membership or a vote by elected directors.
Another judicious step is developing a detailed description of board chair roles and responsibilities. This should include both a formal evaluation process for the position holder and a succession policy. Given the serious responsibilities that come with the chair, it behoves the order to describe the minimum qualifications and skills required to successfully fulfill its duties.
Factors such as issues facing the profession, external forces reshaping the organization, public expectations and government requirements can all impact the board chair selection process. Yet amid these changes, the skills required to lead a board remain the same: a capacity for independent judgement, an ability to clearly understand and explain issues, a knack for fostering fresh perspectives and talent, and the courage to step up and make tough decisions. This makes developing a competency matrix for the role not merely a valuable tool for objectivity but a necessary process for any board.
The competency matrix can be part of the organization’s governance policy or its board chair succession plan. It can also serve to identify board members as candidates to fill a board chair for an interim vacancy or a full term. It provides objective criteria that directors can use when electing their next board chair. And it is equally useful for the order’s general membership in organizations where all members vote for board chair.
Given the wide-ranging competencies needed to chair a BOD, an annual evaluation of the incumbent is worthwhile. Some boards will opt to bring in an outside observer to help gather information and present results to the head of the governance committee, the directors and the board chair. The purpose of such evaluations is to give the chair pertinent feedback on their performance and, in certain cases, spark discussions among directors on whether the time for a new board chair has come.2
Additionally, directors should consider adopting a board chair succession policy that describes the board chair selection process, provides for a policy review mechanism and, when necessary, assigns a body to oversee the process. Oversight can rest with the governance committee, the nominating committee or a working group of all directors not running for the position. The succession policy should reflect the professional order’s strategic plan and its analysis of issues, risks and trends liable to impact the order’s mission or the profession at large.
The bottom line is that any professional body seeking to secure its future and credibility would be wise to adopt succession policies and procedures for filling this mission-critical position.