What defines a great board? What makes a great board meeting? What are the essential characteristics of a great chair? There is no magic formula for an effective and well-functioning board nor is there an identikit to describe a great chair. But there are certain traits which successful boards and chairs tend to share, regardless of the sector involved.
Three highly experienced Institute of Directors (IoD) Ireland members with chair responsibility with very different sectoral experience share their insights on the makings of great boards and chairs. Davina Saint CDir chairs the board of Nearwater Capital; John Hennessy CDir, chairs the Dalata Hotel Group board; and Celine Fitzgerald CDir, holds the same position with Pieta.
The traits these experienced directors point to include; the governance essentials, from well-structured meetings to good board papers; to facilitating good input and collaborations from the board, as well as stakeholders and the executive. The Chairs reflect on the importance of having a good relationship with the CEO, and diversity.
All three chairs, as graduates of the IoD Ireland Chartered Director Programme, also emphasise the importance of continuing professional development for independent non-executive directors (INEDs). The role of a membership body like IoD Ireland is to provide this support to chairs and directors, with guidance on the competencies they need on one hand, and the facilitation of this guidance on the other, from events to workshops, to the Chartered Director Programme.
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Fitzgerald completed the IoD Ireland programme in 2015. “I found it immensely helpful, however, ongoing continuing professional development is really important for all board members as it keeps us relevant. There is nothing worse than people quoting scenarios that no longer apply. We all need to be up to date on ESG, diversity, AI, cyber and so on. IoD programmes keep you relevant. Nobody wants to be a dinosaur.”
Davina Saint CDir, had a highly successful career as general counsel with BNP Paribas in Ireland before striking out on her own to become a professional independent non-executive director (INED). “I was offered a non-executive director role on the board of Nama in 2021 and I decided to see if I could make a new career as an INED. Fortunately, it worked out and I was subsequently appointed to a number of other board positions.”
She became interested in INED roles some time before that. “Corporate governance is very interesting, it doesn’t matter until it really matters,” she notes. “I started to become interested in it about 15 years ago and completed the Institute of Directors Ireland Chartered Director Programme in 2010.”
Quality of board papers
Creating the right environment for informed debate and decision making is an essential part of a chair’s work, she believes. “It is so important that boards don’t have so much material on the agenda that they don’t have time to talk. The need for space to have a conversation and explore different views is hugely important. That’s where the magic happens. For that, you need to have proper papers to read before the meeting. The effectiveness of the board depends on the quality of materials being brought to it by the executive.”
She also emphasises the importance of diversity. “Not just gender, diversity of experience is important as well. It’s always great to have that person on the board who brings a surprising view. Chairing is as much a role of listening and time management. It’s not about saying a lot yourself. You need to get through the agenda, listen to what people have to say, and ensure actions are taken on foot of agenda items.”
John Hennessy CDir, has had two highly successful careers, first as a chartered accountant with Arthur Andersen and latterly as a senior counsel practicing in the Irish superior courts, mainly in the commercial world.
He had been interested in an INED role for a long time before being invited by Anne Heraty to chair the CPL Recruitment board shortly before its successful IPO. “Having been around boardrooms a lot as an adviser, I had seen the good, the bad, and ugly of boards and boardroom practices during my time with Arthur Andersen,” he recalls.
He chaired CPL until it was taken private and became chair of Dalata Hotel Group before its IPO. “CPL was my first experience. I got a taste for it, and I realised I could add value.”
The chair’s role as listener
He believes the first and most important characteristic for a good chair is the ability to listen. “You have two ears and one mouth, and you should listen twice as much as you speak,” he advises. “You need to engage with board members but listen to them and ensure that all voices are heard. As with any group, some people are more vocal than others. Often, the people who are less vocal have more important things to say. The chair’s role is that of a facilitator and a leader, but a leader among equals. My practice is to let my view be known last. I let other views be considered first.”
Another part of the chair’s role, in his view, is ensuring good relations between INEDs and executives. “It is important to draw a line between executives and INEDs. INEDs are not there to run the company. The relationship between the chair and the CEO is definitely a balancing act. For it to work well you need a good working relationship, and a certain degree of distance and respect as well.”
Continuing professional development is very important for INEDs, he adds. “I completed the IoD Ireland Chartered Director Programme a number of years ago and really enjoyed doing it. New things come along all the time, and you need to stay up to date. I just did a course on strategic decision making and AI, for example.”
Chairing the board of one of the country’s best-known charities comes with its own unique challenges, according to Pieta chair Celine Fitzgerald CDir. “It was harder than I thought it was going to be. I would advise anyone considering joining the board of a charity to think long and hard about it first. It’s a very significant commitment and you are better off not doing it if you don’t have the time. It’s a purely voluntary role and obviously there is no financial compensation, but it is an extremely rewarding undertaking.
A charity is not like a purely commercial organisation, she adds. “In many ways it’s more challenging. Traditional profit-oriented companies focused on shareholder returns are clearer on expectations. The key priority for us is the quality and safety of the service we provide to our clients. We need assurance on that. We have a number of ways of doing that. Our committees do a lot of the heavy lifting. The clinical committee deals with quality assurance, risk management and so on. The risk and finance committee ensures the charity’s finances are managed properly. I can’t speak highly enough of the board we have at the moment. The time they give, and their commitment is extraordinary.”
Create a board meeting agenda that delivers value
She is a strong proponent of well-structured board meetings. “Structure helps with structured thinking,” she explains. “Chaotic meetings lead to chaotic thinking. I’m a great believer in structured meetings with good papers. That allows everyone to contribute. The chair should listen more than they talk. Some people may need to be encouraged to speak and the chair’s role is to do that.”
The committee structure helps. “We have our committee meetings before the board meeting. Each chair reports to the board, and they have opportunity to inform the board in more detail about the issues arising in their areas.”
The chair also needs to maximise the value of the board. “Everyone has different skill sets – financial, clinical, strategic planning. Everyone brings something different to the party. Board meetings should be used to bring those out with members sharing insights and experience with the executive. The board has to be value adding.”
Leading a board in today’s dynamic environment is both a privilege and a challenge. Industries are continuously reinventing themselves amid intense competition, striving to innovate market offerings, leverage technological advancements, attract top talent, and enhance resilience against supply-chain disruptions, financial volatility, and geopolitical instability. Simultaneously, organisations must take decisive, bold actions to tackle the climate crisis.
The role of the chair has been evolving accordingly. The shift towards greater transparency and accountability has required the chair to be more visible to a broader range of stakeholders, extending beyond just shareholders. IoD Ireland is the go-to resource and network for director development and aims to instil stakeholder trust and confidence in organisations by educating, informing, and supporting directors to lead successfully.
Visit iodireland.ie to find out more