This is an excerpt of Steinecke Maciura LeBlanc’s “Governance for Regulators” handbook. To view additional sections of the handbook, click here.
d. President / Chair Role
The chair of the Board, sometimes called the President of the regulator, has a crucial role in the governance of the organization. While there is some variability amongst regulators as to the duties of the President, they typically involve the following:
- Demonstrating Leadership. Presidents lead by example. Being diligent in preparing for meetings and other activities carries over to other Board members. Demonstrating unfailing respect and courtesy, even in difficult situations, inspires similar behaviour by others. Following the highest standards of integrity (e.g., in avoiding the personal use of the resources of the regulator) ensures that the President has the moral standing to require the same of others. Focusing entirely on the public interest and avoiding small “p” politics will encourage others to do the same.
- Supporting Board Members. Presidents arrange for the orientation of new Board members, mentor Board members, listen to concerns that individual Board members might have, informally address minor transgressions by Board members, coach Board members who need encouragement to fully participate, and initiate formal actions for Code of Conduct breaches where they occur. On occasion the President may need to be more direct in supporting Board members by reigning in someone who has gone “rogue” including implementing the Role Encouragement procedures discussed elsewhere.
- Facilitating Board Activities. Presidents often take a leadership role in the collaborative process for preparing the agenda for Board meetings, ensure that sufficient supporting materials are prepared and distributed on a timely basis, chair Board meetings (or delegate that task to others), ensure accurate minutes are prepared and follow up on the implementation of Board decisions (particularly where they involve action items by other Board members). Presidents also have a responsibility to ensure that vacancies on the Board or a committee are addressed promptly.
- Acting as Spokesperson. Presidents, along with the CEO of the regulator, are almost always an official spokesperson for the regulator. The President often is the face of communications with practitioners, the government and professional advocacy associations. Because it is important that the message of the regulator is consistent with the decisions and policies of the regulator and the mandate of the organization, most Presidents rely heavily on the CEO to help formulate the content of their communication efforts. Where the President does not have strong communication skills or is not fully aware of an issue, the President may delegate some of their communication duties to others, such as the CEO or a Vice-President.
- Link between the Board and the CEO. The President is the contact point between the Board and the CEO. Where there is uncertainty on an issue, Board members would contact the President, who would then obtain clarification from the CEO. Issues between a Board member and a staff person are communicated through the President and the CEO. The President typically leads the communication of the CEO’s performance review. Where formal Board confirmation is required (e.g., for signing contracts or cheques or approving larger expenses on behalf of the Board), the President usually provides it.
Even though the President has an important leadership role, the President still has no individual authority. The President does not make decisions on behalf of the Board. The President implements only the decisions and policies made by the Board. The President’s communications are consistent with the directions issued by the Board.
Role of President Scenario
The President and CEO meet annually with the Minister responsible for overseeing the regulator. As a part of the government’s push to lower red-tape and taxes, the Minister pushes the President for a commitment to loosen the rules about the ownership of practices. The Minister also pushes for the lowering of annual fees for practitioners by 20%. The Board has not taken a position on these matters. The President promises to take these issues to the Board. The Minister presses the President for a commitment that the President will personally recommend these changes to the Board. What should the President say?
The President has, perhaps understandably, already “pushed the envelope” by committing to put these items on the Board agenda. The President typically does not set the agenda alone. However, it would be inappropriate for the President to go further and give the requested commitment to the Minister. The President’s duty to the Board is to facilitate the discussion. This requires a position of neutrality or, at the very least, an openness of mind to persuasion by other Board members. The President should avoid making a commitment. A suitable response might be: “I will communicate to the Board the full force of the government’s position on these two items and your interest in seeing the regulator taking these steps.”