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The relationship between the chair, the principal
and the governance professional is therefore a
delicate balance. Research on boards sometimes
refers to 'information asymmetry' between board
and management, with the assumption that this
'asymmetry', a euphemism for the withholding
of information, may lead to the board becoming
a 'passive management tool' (Watson et al.,
2020). One chair remarked that the withholding
of information was in, 'the very nature of a
hierarchical structure and it's also the very nature of human beings', but went on to say that the
role of the chair was to facilitate the board in
arriving at all the information they needed to
make decisions. The chair must therefore be
close enough to know when management is
withholding information and distant enough
to act on this knowledge for the benefit of the
board. In this respect, the chair embodies the
essential ambiguity of governing - the need to
sit alongside management and to stand apart.
• The wider context, including the policy context, influences the role of the chair, particularly in
relation to the balance between challenge and support.
• The chair role extends beyond the boardroom but this can lead to a blurring between
operational and strategic matters.
• The policy context differs in the four countries of the UK, with chairs in Scotland and
Northern Ireland being appointed by ministers and remunerated. This may impact on
accountabilities (actual and perceived).
• In many cases the principal/CEO, chair and governance professional sit together forming
the 'triumvirate' as the hub though which power flows in the boardroom. The relationships
between these three figures is pivotal in ensuring effective governing.
• The relationship between chair and principal/CEO is a delicate balance: while both must form
a close working relationship, some distance is required to ensure a measure of objectivity.
An imbalance in this relationship may lead to governance failure.
• The chair role embodies the essential ambiguity of governing: the need to sit alongside
management and to stand apart from it.
Key points