Corporate governance in the UK is based on a separation of powers, with the chief executive leading the management and the chair leading the board. This briefing does not seek to provide a full role description for the chair but, in summary, it is the chair’s responsibility to ensure that the membership of the board is equal to the task it faces and to ensure that the board is effective in carrying out its duties - from setting strategy, to overseeing the work of the executive, to triangulating information to confirm assurance. While the management team might make the greatest input into compilation of the board agenda it is the chair, with the help of the company secretary, who sets the agenda, ensures that it is comprehensive and then ensures sufficient debate and challenge on each item at board meetings. The chair has an ongoing interaction with the chief executive, both formal and informal, to ensure that board decisions result in positive action and to amend the agenda in the light of this. In foundation trusts the chair also leads the council of governors in examining the performance of the board of directors and in representing the interests of the public.
It can be a demanding and challenging role even in a small business, but more so in a large and complex organisation such as an NHS provider.
While the chair may have an ambassadorial role, the core responsibilities of the chair go far wider, to encompass leadership, strategy, independent oversight and assurance. It can be a demanding and challenging role even in a small business, but more so in a large and complex organisation such as an NHS provider.
Where trusts are working together closely as part of a system there may be the opportunity for greater synergy created by sharing posts at a senior level. Nevertheless, sharing posts remains unconventional (when taken in the broad context of the application of corporate governance) and to be justified, realisable benefits for the organisations concerned and for those who use their services need to be identified. When deciding whether to proceed with an appointment, boards and councils of governors need to consider whether the benefits likely to accrue are outweighed by any disadvantages and obstacles to proceeding.