Leadership Lounge: Advice on How to Be an Effective Board Chair

Summary

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Leadership Lounge: Advice on How to Be an Effective Board Chair

Podcast: Redefiners (Russell Reynolds Associates)
Episode Date: April 22, 2026
Host: Emma Combe
Expert Guests: Rich Fields, Laura Sanderson, Margot McShane

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Episode Overview

This episode of Leadership Lounge centers on what it takes to step into the board chair role effectively. Host Emma Combe and three seasoned leadership advisors—Rich Fields, Laura Sanderson, and Margot McShane—share essential insights on the evolving responsibilities of a board chair, the nuanced dynamics with CEOs, and the leadership qualities that set great board chairs apart. The discussion dives into practical strategies for harnessing the collective wisdom of the board, fostering inclusive debate, and building productive executive relationships.

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Key Discussion Points & Insights

1. The Board Chair Role: Responsibilities and Global Variation

• [02:05] Rich Fields: The board chair’s role varies significantly by geography and organizational structure. In the U.S., responsibilities may fall to a lead independent director, while elsewhere (e.g., UK, Germany), the structure and expectations differ.
• [02:41] Emma & Rich:
  • In the UK: Chairs take on an important facilitative role, balancing executives (CEO/CFO) with non-executives.
  • In Germany: The two-tier system separates supervisory and management boards, with chairs focusing on oversight rather than daily strategy.

2. The Chair’s Function vs. CEO: Clarifying Roles

• [03:48] Laura Sanderson:
  • The board’s three main functions:
    • Stewardship (long-term strategy and sparring for management)
    • Security (for shareholders, workforce, customers)
    • Governance
  • Quote [03:48]:

    “If the CEO’s role is to run the company, the role of the chair is to run the board and make sure it’s fulfilling all of those responsibilities.”

3. Setting the Right Tone and Engaging the Board

• [04:42] Emma Combe: The chair must navigate the delicate executive/non-executive balance, keeping board members “nose in, fingers out.”
• Notable Quote [05:23] (Jim Harguman, via Laura):

  “As a chairman, which is very different to a CEO, you have the power of asking the question, you don’t have to answer it. If you ask the right questions in the right sequence, you can actually force the right kind of thinking and reactions.”

4. How the Role Has Changed: From Passive to Dynamic

• [05:47] Laura Sanderson:
  • Being a board chair is now a far more engaged and demanding role than 20 years ago.
  • Ensuring board time is balanced between operational detail and “the harder stuff” like strategy, culture, and transformation.

5. Leadership Qualities of Top Chairs

a. Strategic Perspective (“Vantage Point of View”)

• [07:21] Laura Sanderson:
  • Top chairs focus the board’s attention on the right matters.
  • Achieving this requires a broad internal and external vantage point.

b. Creating Inclusive, Feedback-Rich Boardrooms

• [08:15] Margot McShane:
  • Effective chairs foster environments where every director feels it’s their “obligation” to share their unique perspective.
  • Culturally, the board should expect and give critical feedback—even to tenured directors.
  • Quote [08:15]:

    "Even one missed perspective could make all the difference."

c. Loops of Feedback and Continuous Improvement

• [09:15] Emma Combe:
  • Best practice: after meetings, debrief with non-execs—review agenda effectiveness and provide feedback, especially to new board members.

d. Master Facilitation

• [10:03] Rich Fields:
  • The chair should be an “orchestra conductor, not its first violin,” enabling the group to perform beyond the sum of its parts.

e. Speaking Order and Encouraging Debate

• [11:10] Emma & Rich:
  • Effective chairs speak last—synthesizing debate and enabling diverse input.
  • Cautionary tale: a chair who always speaks first discourages dissent and silences useful contributions.

f. Active Listening, Not Passivity

• [11:37] Margot McShane:
  • The best chairs may appear quiet but are actively listening, observing, and steering discussions through careful questioning.

6. Transition Challenges: From Executive to Chair

• [12:45] Laura Sanderson:
  • Moving from CEO to chair is like “parent to grandparent”—rewarding, but with far less control.
  • The urge to intervene must be resisted; chairs need to “step back” even during crises.
  • Quote [12:45]:

    "As the parent, you have all the control; as a grandparent, you don’t. It’s exactly the same for board chairs.”

7. Chair-CEO Relationship: Building Trust and Clarity

a. Importance of Role Clarity

• [14:23] Margot McShane:
  • Best relationships involve clear guardrails and expectations.
  • Example [14:23]:
    • Chairs who over-step can provoke CEO defensiveness.
    • Conversely, chairs who defer excessively during CEO succession can leave the organization vulnerable.

b. Communication and Succession Planning

• [15:22] Emma Combe:
  • Succession should be a shared, ongoing discussion, not a taboo or “elephant in the room.”
  • Addressing it early prevents awkwardness and conflict.

c. Early Trust-building

• [16:19] Laura Sanderson:
  • Advise chairs and CEOs to establish trust, transparency, and respect early.
  • Sharing psychometric profiles can enhance mutual awareness of strengths, weaknesses, and working styles.
  • “Golden rule”: the chair should never engage with other executives behind the CEO’s back.

d. Sustaining the Relationship

• [17:48] Rich Fields:
  • Building a productive relationship takes planned effort, not chance.
  • Establish not only substantive but also procedural ground rules on communication and feedback.
  • Quote [17:48]:

    “Both the CEO and chair were so worried about perceptions that they softened feedback and kept things to themselves. Trust only built when they became more vulnerable and open.”

8. Continuous Adaptation

• [18:47] Emma Combe: The chair-CEO rapport is ongoing and must be continually recalibrated in response to new business realities and challenges.

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Notable Quotes & Moments

| Timestamp | Speaker | Quote / Memorable Moment | |-----------|----------------|-----------------------------------------------------------------------| | 03:48 | Laura Sanderson| “If the CEO’s role is to run the company, the role of the chair is to run the board...” | | 05:23 | Jim Harguman | “As a chairman... you have the power of asking the question, you don’t have to answer it.” | | 08:15 | Margot McShane | “Even one missed perspective could make all the difference.” | | 10:03 | Rich Fields | “...emulate the orchestra conductor, not its first violin.” | | 12:45 | Laura Sanderson| “From parent to grandparent... you don’t have as much control.” | | 17:48 | Rich Fields | "Trust only built when they became more vulnerable and open." |

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Key Takeaways (Recap)

(Summed up by Emma Combe at [18:47])

• Success as a board chair requires a shift from individual contribution to enabling the board’s full potential.
• Top chairs maintain a strategic vantage point and draw out diverse viewpoints.
• Moving from CEO to chair means letting go of control—balancing engagement and restraint.
• Success is built on relationships, especially with the CEO, through trust, clarity, and ongoing open communication.

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For more practical leadership advice and previous insights from expert board chairs, visit the Russell Reynolds ‘By Design’ hub.

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This episode is essential for anyone preparing to step into the board chair role or looking to redefine their leadership impact at the board level.

Transcript

[A]

Welcome to the Leadership Lounge, a place to kick back and listen as our experts dissect some of the biggest questions leaders face today. I'm Emma Coombe, a leadership advisor in our London office and host of the Leadership Lounge podcast. Today we're talking about how to get off to a straight a strong start as a board chair alongside the CEO. The chair plays one of the most influential roles in any organization, but stepping into the chair role can come with a steep learning curve. You're no longer just contributing to the discussion, you're responsible for drawing out the collective wisdom of the entire board. You're managing Boardroom Dynamics, building a strong partnership with the CEO and ensuring the board is focused on the issues that matter most. So what separates the most effective board chairs from the rest? And how can you create a board environment where diverse perspectives are heard and strong decisions are made? Before we dive in, remember to share any burning questions you want our experts to answer by emailing redefinersusslerynolds.com it's always great to hear from our listeners and if you enjoy our episodes, leave us a five star review on Apple or Spotify. And if you're looking for practical advice on how to navigate high stake moments in your leadership journey, whether that's becoming a new CEO, taking on a new leadership role, being a board chair, check out our brand new By Design hub. Search up Russell Reynolds By Design and we will also share a link to it in our show notes. So let's dive in. First up, we'd like to welcome Rich Fields, leadership advisor in RRA's Boston office and leader of the firm's board effectiveness practice, into the conversation. Rich, welcome to the Leadership Lounge.

[B]

Thanks so much for having me, Emma.

[A]

So, Rich, can we start with the basics? What are some of the key responsibilities you need to be thinking about as you step into a board chair role?

[B]

Well, that's an exceptively tricky question, Emma. One of the most important things to realize is that the board chair role is often very different from organization to organization. Geography plays a big role in jurisdictions without a defined corporate governance code like the United States. In many companies in the U.S. the CEO and chair are the same person, meaning that the chair's responsibilities that we're talking about are going to fall in some part to a lead, independent director or equivalent. But that's different in some other markets where there's more consistency. Rather, at least in terms of what most chairs must do, Geography does play

[A]

a huge part, Rich. In the uk, for example, boards follow a unitary structure, so we have execs, typically the CEO and CFO sitting alongside a group of non executives together on the board. And the chair plays a really important facilitative role shaping the discussions, aligning perspectives and working closely with the CEO and cfo. In Germany there's a two tier system. This separates management and oversight. So the chair leads the supervisory board focusing more on governance, accountability and and appointing and monitoring the executive team rather than day to day strategic dialogue. So let's bring Laura Sanderson, Leadership Advisor in RRA's London office and a senior member of our board and CEO advisory practice into the conversation. Laura, welcome to the leadership lounge. It's great to have you back.

[C]

Thank you very much Emma. It's great to be with you Laura.

[A]

You've got heaps of experience in this area so I'm really interested to hear your perspectives on some of the responsibilities of the board chair. And particularly based on what Rich and I just shared, in order to understand

[C]

the role of the chair, it helps to understand the role of the board. The board has three roles. Stewardship, so the testing and developing of strategy for the long term, being the sparring partner for management. And in corporate governance, as in boxing, a good sparring partner makes you better, makes you a better contender and being the security guards. The security guards for shareholders of course, but also for other stakeholders including the workforce and customers, making sure that they are being kept safe from bad things that can happen. So if that's the role of the board, the easy way to think about the role of the chair is if the CEO's role is to run the company. The role of the chair is to run the board and make sure it's fulfilling all of those responsibilities.

[A]

We often talk Laura, about that invisible line between an executive and non executive board member. And many first time board directors want to dive into the details. That's what they're familiar with from their executive careers. But they need to be nose in, fingers out and it's the chair's responsibility to set the right tone for the directors at the board table in terms of the level of detail at which the conversation should sit. On this point, I remember my colleague's conversation on our Redefiners podcast with our guest Jim Harguman. Snabby, the then chairman of Siemens and AP Muller Maersk who explained this in a great way back in 2021, do look up the episode. He shared this sound bite.

[C]

As a chairman, which is very different to a CEO, you have the power of asking the question, you don't have to answer it. If you ask the right questions in the right sequence, you can actually force the right kind of thinking and reactions.

[A]

So let me come back to you, Laura. How has the role of the board chair evolved in recent years?

[C]

When I started in this business advising boards and chairs a little bit over 20 years ago, it was quite typical to find chairs who would turn up in the office once a week, spend a happy morning sitting in the office, reading the Economist and then go home. It's not like that anymore. It is now a much more engaged role than was previously the case. But it's also a more rewarding role partly for that reason. And it's also a little bit harder than it used to be to make sure the board is spending its time on the right things. It's temptingly easy for the board to spend all of its time on operational reporting, but you need to make sure that the board is spending enough time on the harder stuff, things like long term strategy, short term transformation, risk mitigation culture and so on.

[A]

And what you're describing, Laura, means that the bar has massively been raised in terms of who is capable of chairing the board. For me, one of the key fundamentals is having a chair who can set the right agenda and make sure that an appropriate amount of time is dedicated to the forward looking nature of the business. Helping with that strategic debate, really using the collective wisdom of all, all of the board members. So I'd now like to shift the conversation to speak about the leadership qualities of the most effective board chairs. In our research we identified that there were a number of distinct qualities found in board chairs of top performing boards. Laura, what are some of the key behaviours UC top performing board chairs exhibit?

[C]

The first of these key behaviours we refer to as the vantage point of view, the chair. So the best chairs are skilled in focusing the board's attention on the right things, the relevant matters. Now, how do you know what the right matters are to be focusing on? You have to have a very broad external and internal perspective on the company.

[A]

You're absolutely right, Laura. Having that broad perspective is critical. And to dig into this topic in a little bit more detail, I'd like to welcome Margot McShane, leadership advisor in RRA's San Francisco office and co leader of our global board and CEO advisory practice, into the conversation. Margot, welcome back to the leadership lounge. It's really great to see you.

[D]

Thank you so much, Emma. I'm happy to be here.

[A]

So, same question to you, Margo. What behaviors do you see in top

[D]

performing board chairs given the ever shifting business landscape of today, the chair must work very hard to create an environment where everyone feels comfortable sharing their unique perspective and actually understands it's their obligation to do so. Even one missed perspective could make all the difference. Likewise, great chairs create environments and cultures on boards where everyone expects to get critical feedback. In other words, it's a job where they continue to keep developing, even the most tenured director.

[A]

I completely agree with that perspective, Margot. Every point of view is valuable and needs to be contributed. And we know that boards that are inclusively led are more innovative and better at anticipating the future and better at seeing around corners. And your piece around feedback is super important too. As a non exec, you might feel like you're beyond feedback, but the best run boards are constantly sharing feedback. It's not something which is just reserved for the annual formal board evaluation. And it's critical that the board chair themselves receives feedback. This can come either from the senior independent director or if you don't have one, it's your responsibility to ask someone around the table to provide that feedback consistently. And there's one chair who I know well, who I think has a very good methodology for this, which is after every board meeting she invites just the non execs to remain in the room and to debrief on how effective the agenda was, where time was spent and what could have been done better. She also makes sure that for new non executives to the board, after every board meeting, they have some informal feedback so that that feedback loop becomes normal. And that individual, as they learn how to be an effective non executive director, really do receive regular and valuable feedback. And I'd like to also turn to you, Rich, what other leadership skills do effective board chairs have?

[B]

I think that in a single word it's facilitation. The most effective board chairs are really exceptional facilitators. I often advise chairs that they should emulate the role of orchestra conductor, not its first violin. The primary goal is to get the most from the group and have the board be bigger than the sum of its parts.

[A]

I love that point, Rich. But while facilitation sounds simple enough, it can be one of the hardest skills to master. Do you have an example of when you've seen a board chair do this well or not so well?

[B]

As part of one board evaluation, we spoke to the chair who rated his own performance at orchestrating the board's discussion as very effective. We then observed a board meeting and noticed that the chair was typically the first person to speak and spoke in a very declarative tone, almost implying that anyone that disagreed with him was missing the point. As you can imagine, the rest of the board wasn't likely to speak up very often or very authoritatively, meaning that the conversations that needed to happen in the boardroom either weren't happening at all or were happening side by side, conversations outside of the room.

[A]

That's such an interesting example, Rich, and something that we do see play out quite a lot. The most effective chair should always speak last. They're about synthesizing what's gone before them, but allowing everyone else to have their voice first. And I'd like to turn back to you now, Margo. One of the chair's key responsibilities is drawing out the collective expertise of the board. As we've been discussing, how can chairs ensure that every director contributes meaningfully to the conversation and that it all works well together?

[D]

It's a chair's duty to manage the agendas and oversee the discussions and the quality of the discussions. Some of the best chairs I've seen come across as quiet, but they're not at all passive. What they're doing is they're actively listening, they're watching, they're sensing the room and they're making sure they're asking the questions that advance the conversation in the right direction. This is a critical quality and not always associated with the loud person in the room. When the chair is actually advancing their perspective inadvertently or intentionally, that can cause people to hold back a little bit as opposed to speak their unique perspective in the moment.

[A]

You're right, Margot, and it seems like there's a real thread running through the conversation so far that being an effective chair isn't about having all the answers. It's about creating the conditions for better questions, better conversations and ultimately better decisions. So I'd like to now turn back to you, Laura. We've spoken about some of the key behaviours of effective board chairs, but once they are in role, what have you heard are some of the biggest surprises or adjustments that board chairs experience?

[C]

A very experienced FTSE 100 chair of my acquaintance described the shift from being an executive or a CEO to being a chair as a bit like moving from being a parent to being a grandparent. Now, there are lots of things that are completely lovely about being a grandparent. You get to turn up, look pleased and then hand the child back when you've had enough. But one of the things which is a little bit more challenging about being a grandparent as opposed to being a parent, is you don't have as much control in the situation. As the parents do. And it's exactly the same for board chairs. The CEO is the person with the control they are not. And that can be quite challenging. It can be a challenging adjustment to get used to. And then it can also be challenging if something is going wrong in the company, having to stand back and let the management team do their best to deal with it without having the level of control that one is used to.

[A]

That's such a great analogy, Laura. And we've seen some chairs struggle to let go of that parenting role. They're not truly ready to let go and be non executives. Conversely, there are some who are truly absent grandparents, like the ones who are never available to help look after the grandchildren. And they're not involved enough either. So it's finding that right balance. And actually that brings me nicely to my next question. The chair CEO relationship can be critical to the success of an organization. So Margot, how can new chairs build a strong, productive relationship with the CEO from day one?

[D]

So the relationship with the CEO and the chair works best when there's a shared understanding of what each other's roles are, where the guardrails are ensuring that there's a shared agenda. And often these guardrails are crossed over in one way or the other. I've seen CEOs get quite defensive and then ultimately controlling with information and otherwise because they feel the chair is being meddlesome. Conversely, I've seen chairs who are working with very successful, well known CEOs who have performed for years being overly complacent or deferential on topics such as CEO succession. For example, I've seen on more than one occasion, while the board actually elects the next CEO, the CEO has been derelict on their duty in terms of really grooming viable internal candidates on the timeline of retirement or departure, or where the CEO has a preference for an internal candidate, the board hasn't quite question that person enough and they ultimately end up being unsuccessful.

[A]

What you're describing really comes down to discipline and excellent communication. Margot. The most effective board chairs facilitate an open conversation with a CEO so that they can align on what the best rhythm of engagement will be. And to your point around succession planning, for example, it's a brilliant case in point. On day one of a new board chair's tenure, or on day one of a new CEO joining, if the board chair can say that, actually it's a shared endeavour to ensure that succession planning is best managed and that when succession takes place there are both strong internal candidates as well as looking at the external market, it avoids the topic becoming an elephant in the room. But if it's not done upfront, as soon as the topic's raised at an unexpected moment in time, a CEO can often take affront and it can become terribly complicated and awkward to deal with. Laura, to this point, what do you see as key to a productive board chair CEO relationship?

[C]

So we Advise chairs and CEOs who are beginning their partnership to spend quite a bit of time upfront establishing that trust, transparency, mutual respect, sharing with each other values and aspirations. And we've also begun encouraging both chair and CEO to take a simple psychometric profile so that they can then compare their profiles, see any shared strengths, see the ways in which they are complementary, and also perhaps see any shared Achilles heels that can really help in terms of building the foundation for a really good working relationship. It's important to early on establish clear expectations around communication. What cadence, what format, what works best for you both. When it comes to communication, there's also a golden rule around the chair's relationship with other executives beyond the CEO. It can undermine trust very quickly if the chair is having conversations with other executives that the CEO isn't aware of. So it's good to make sure that conversations with other executives only happen with the CEO's prior knowledge and perhaps even that there's a note shared afterwards of salient points.

[A]

Thank you Laura. And finally Rich, I'd love to hear your perspective on this relationship and how to ensure it's set up for success.

[B]

I think the most important thing, Emma, is to recognize it's not going to happen by accident. It requires real effort and that requires clear communication to establish not just substantive ground rules, but procedural ones as well. What issues should be escalated, when and how, how and when feedback will be shared. The CEO and chair are primary conduits of feedback across teams. One situation that comes to mind was a first time CEO working with a newly appointed first time chair. What seemed to get in the way of success for that partnership was that both the CEO and chair seemed more focused on how they would be perceived by their counterpart. They were softening feedback that was coming from their respective teams, keeping it to themselves. All the while this trust built, it took time to get them both comfortable being a little bit more vulnerable with each other. To establish a clearer sense of trust and a more open dialogue to get at the issues that mattered most to the company.

[A]

That's such an important point, Rich, and one that we do see play out. The chair CEO relationship isn't something you set and forget either. The business that you're both involved in will go through entirely different issues over time. Short term threats, long term challenges, immediate crises. So how you work together needs to be constantly reviewed. So we're almost at the end of our time together in the leadership lounge. In 30 seconds, here's what we've learned. Stepping into the board chair role requires a fundamental shift from contributing as an individual to enabling the board to perform at its best. The most effective chairs bring a clear vantage point, focusing attention on what matters most while drawing out diverse perspectives around the table. One of the biggest adjustments is moving from parent to grandparent, learning to step back and resist the instinct to take control even when you feel you know exactly what you would do in that situation. And perhaps most importantly, success hinges on relationships, particularly with the CEO when where trust, clarity and open communication set the foundation for everything that follows. If you have any topics or burning questions you'd like us to cover in future episodes of Leadership Lounge, get in touch. Until next time. Goodbye.