Chairperson

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Leena Al-Hadid chairs a meeting of the International Atomic Energy Agency, 2018

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

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

Terminology[edit]

Overview[edit]

Terms for the office and its holder include chair, chairperson, chairman, chairwoman, convenor, facilitator, moderator, president, and presiding officer.[4][5][6][7][8] The chairperson of a parliamentary chamber is often called the speaker.[9][10] Chair has been used to refer to a seat or office of authority since the middle of the 17th century; its earliest citation in the Oxford English Dictionary dates to 1658–1659, four years after the first citation for chairman.[11][12][13] Chairman has been criticized as sexist.[14][12][15][16][clarification needed]

In World Schools Style debating, as of 2009, chair or chairperson refers to the person who controls the debate; it recommends using Madame Chair or Mr. Chairman to address the chair.[17] The FranklinCovey Style Guide for Business and Technical Communication and the American Psychological Association style guide advocate using chair or chairperson.[18][19] The Oxford Dictionary of American Usage and Style (2000) suggested that the gender-neutral forms were gaining ground; it advocated chair for both men and women.[20] The Telegraph style guide bans the use of chair and chairperson; the newspaper's position, as of 2018, is that "chairman is correct English".[21] The National Association of Parliamentarians adopted a resolution in 1975 discouraging the use of chairperson and rescinded it in 2017.[22][23]

Examples[edit]

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

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][24]

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.[25]

"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".[26][27] 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[edit]

Duties at meetings[edit]

Sam Ervin (right) chairing the Senate Watergate hearings, 1973

In addition to the administrative or executive duties in organizations, the chairperson presides over meetings.[28] 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 chairperson should remain impartial and not interrupt a speaker if the speaker has the floor and is following the rules of the group.[29] In committees or small boards, the chairperson votes along with the other members; in assemblies or larger boards, the chairperson should vote only when it can affect the result.[30] At a meeting, the chairperson only has one vote (i.e. the chairperson cannot vote twice and cannot override the decision of the group unless the organization has specifically given the chairperson such authority).[31]

Powers and authority[edit]

The powers of the chairperson vary widely across organizations. In some organizations they have the authority to hire staff and make financial decisions. In others they only makes recommendations to a board of directors, and or may have no executive powers, in which case they are mainly a spokesperson for the organization. The power given depends upon the type of organization, its structure, and the rules it has created for itself.

Disciplinary procedures[edit]

If the chairperson exceeds their authority, engages in misconduct, or fails to perform their duties, they may face disciplinary procedures. Such procedures may include censure, suspension, or removal from office. The rules of the organization would provide details on who can perform these disciplinary procedures.[32] Usually, whoever appointed or elected the chairperson has the power to discipline them.

Public corporations[edit]

There are three common types of chairperson in public corporations.

Chairperson and CEO[edit]

  • The CEO may also hold the title of chairperson, 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 chairperson[edit]

  • Executive chairperson is 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 chair 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. Before the creation of the group management board in 2006, HSBC's chair 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 chairperson oversaw the controls of the business through compliance and audit and the direction of the business.[33][34][35]

Non-executive chairperson[edit]

  • Non-executive chairperson is also a separate post from the CEO, unlike an executive chairperson, a non-executive chair does not interfere in day-to-day company matters. Across the world, many companies have separated the roles of chairperson and CEO, saying that this move improves corporate governance. The non-executive chairperson's duties are typically limited to matters directly related to the board, such as:[36]
  • 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[edit]

Christina Magnuson as Chairman[37] presides over the 2016 annual meeting of the Friends of the Ulriksdal Palace Theater

Many US companies have an executive chairperson; this method of organization is sometimes called the American model. Having a non-executive chairperson is common in the UK and Canada, and is sometimes called the British model. Expert opinion is rather evenly divided over which is the preferable model.[38] There is a growing push by public market investors for companies with an executive chairperson to have a lead independent director to provide some element of an independent perspective.[39][40]

The role of the chairperson in a private equity-backed board differs from the role in non-profit or publicly listed organizations in several ways, including the pay, role and what makes an effective private-equity chairperson.[41] Companies with both an executive chairperson and a CEO include Ford,[42] HSBC,[43] Alphabet Inc.,[44] HP,[45] and Apple.[46]

Vice-chairperson and deputy chairperson[edit]

A vice- or deputy chairperson, subordinate to the chairperson, is sometimes chosen to assist[47][unreliable source?] and to serve as chairperson in the latter's absence, or when a motion involving the chairperson is being discussed.[48] In the absence of the chairperson and vice-chairperson, groups sometimes elect a chairperson pro tempore to fill the role for a single meeting.[49] In some organizations that have both titles, deputy chairperson ranks higher than vice-chairperson, as there are often multiple vice-chairpersons but only a single deputy chairperson.[50] This type of deputy chairperson title on its own usually has only an advisory role and not an operational one (such as Ted Turner at Time Warner).[51]

An unrelated definition of vice- and deputy chairpersons describes an executive who is higher ranking or has more seniority than an executive vice-president (EVP). Sometimes, EVPs report to a vice-chairperson, who in turn reports directly to the chief executive officer (CEO) (so vice-chairpersons in effect constitute an additional layer of management), while other vice-chairpersons have more responsibilities but are otherwise on an equal tier with EVPs. Executives with the title vice-chairperson and deputy chairperson are usually not members of the board of directors.[citation needed]

See also[edit]

Further reading[edit]

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

References[edit]

  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.
  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.
  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,...
  11. ^ Merriam-Webster's dictionary of English usage. Springfield, Mass.: Merriam-Webster. 1993. p. 235. ISBN 0-87779-132-5.
  12. ^ a b "Chairman". Dictionary.com Unabridged (v 1.1). 2006. Retrieved 2008-10-22.
  13. ^ 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)
  14. ^ Marshall Cavendish Corporation (2010). Sex and society Volume 1: Abstinence – Gender Identity. New York: Marshall Cavendish Reference. p. 300. ISBN 0-7614-7906-6.
  15. ^ 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.
  16. ^ "Chairperson". Dictionary.com Unabridged (v 1.1). 2006. Retrieved 2008-04-27.
  17. ^ Quinn, Simon (2009). Debating in the World Schools style: a guide. New York: International Debate Education Association. p. 5. ISBN 1-932716-55-6.
  18. ^ 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.
  19. ^ 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.
  20. ^ Garner, Bryan A. (2000). The Oxford dictionary of American usage and style (2 ed.). Oxford: Oxford University Press. p. 61. ISBN 0-19-513508-3.
  21. ^ "Banned words". The Telegraph. 23 January 2018.
  22. ^ "Chair, Chairperson, Chairman ... Which Should You Use?". National Association of Parliamentarians. 6 October 2017. Retrieved 2019-02-20.
  23. ^ 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.
  24. ^ Robert 2011, p. 23
  25. ^ Baker, Richard Anthony (2014). British Music Hall: An Illustrated History. Barnsley: Pen & Sword. p. 207. ISBN 978-1-78383-118-0.
  26. ^ 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.
  27. ^ 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'.
  28. ^ Robert 2011, p. 449
  29. ^ Robert 2011, p. 44: "The presiding officer must never interrupt a speaker simply because he knows more about the matter than the speaker does."
  30. ^ "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.
  31. ^ Robert 2011, p. 406
  32. ^ "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.
  33. ^ HSBC investors against Michael Geoghegan becoming chairman. Telegraph. Retrieved on 2013-08-22.
  34. ^ HSBC chief Michael Geoghegan 'to quit' after failing to get top job. News.com.au (2010-09-24). Retrieved on 2013-08-22.
  35. ^ HSBC ex-chief Michael Geoghegan relaxes as another marathon looms. Telegraph. Retrieved on 2013-08-22.
  36. ^ 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.
  37. ^ "We at Confidencen: Board and General Management". Retrieved 9 May 2019.
  38. ^ Behan, Beverly (10 January 2008). "Splitting the Chairman and CEO roles". BusinessWeek. Archived from the original on 2011-04-16. Retrieved 2011-04-03.
  39. ^ "COMMONSENSE PRINCIPLES OF CORPORATE GOVERNANCE" (PDF).
  40. ^ "Corporate Governance Principles for US Listed Companies". Archived from the original on 2 February 2017.
  41. ^ "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.
  42. ^ "About Us". Ford Motor Company. Ford Motor Company. 2019. Archived from the original on 2011-05-11. Retrieved 2011-04-05.
  43. ^ "Leadership". HSBC. 2019. Retrieved 2011-04-05.
  44. ^ "Board - Investor Relations". Google. Retrieved 2011-04-05.
  45. ^ "HP Investor Relations – Board of directors". Hewlett-Packard. Retrieved 2011-09-24.
  46. ^ "Apple Leadership". Apple Inc. Retrieved 2014-11-06.
  47. ^ "vice-chairman". infoplease.com. Sandbox Networks, Inc.
  48. ^ Robert 2011, p. 452
  49. ^ Robert 2011, p. 453
  50. ^ "Leadership". Rbccm.com. Retrieved 8 October 2017.
  51. ^ "Ted Turner quits as AOLTW Vice Chairman – TV News". Digital Spy. 2003-01-29. Retrieved 2011-12-31.