Chairman of the Board; a Role in the Spotlight

Edited by Judith Madigan
ISBN: 978-1876604707, Publisher: Australian Institute of Company Directors, 2006

Reviewed by: Julie Garland McLellan*

At first glance this is a non-challenging little book. It sticks to the uncontroversial middle ground of the chairman’s role (AICD use ‘Chairman’ rather than ‘chairperson’ or ‘chair’ and I must admit I prefer to be called ‘chairman’ rather than ‘chairwoman’ or similar titles) and describes the duties that pretty much anyone would agree fall into the chairman’s job description.

The book is beautifully laid out and a pleasure to handle with its silky cover and smooth quality paper. The language is bland and a bit soulless. It is obvious that the book has been crafted by many hands and it thus lacks its own specific character and voice. If the book was a car it would be a Lexus, not a Morgan. This ‘mass authorship’ is an asset as well as a liability as the contributors’ true voices ring through in the form of numerous verbatim quotes from outstanding professional chairmen. The book is worth buying for the insight it gives into the way these chairmen think about the things that affect their role in the corporation and in society.

The most exciting thing about the book is the timing of its release. Shortly before the book was written OneTel Ltd (a publicly listed company) collapsed and there was intense media speculation about the role of the board and individual directors in the events leading up to the collapse. The spotlight turned onto the role of the chairman and, in a move that struck fear into the hearts of some of the bravest chairmen I know, the chairman of OneTel signed a ‘consent order’ in which he accepted that he carried most responsibility and that other non executive directors carried less.

This cut across the notions of equal ‘joint and several’ liability that most board members believed to apply. Some chairmen stood down, board recruitment became harder and D&O insurance became costlier. In the ensuing furore it became apparent that there was no respected modern definition of the chairman’s role. AICD filled the vacuum with this well thought out book and established a contemporary benchmark that has been widely accepted as ‘commonly accepted good practice’ chairmanship.

I, personally, would have liked to see a greater emphasis on emerging practices and the implications of extending the role in each of the possible directions. There is no doubt that this is a useful baseline from which chairmen may choose to strike out towards their own definition of better practice. This book will shock nobody but will be useful to any who aspire to shape the role to meet the future needs of boards.

*Julie Garland McLellan is a professional non-executive director and an AICD NSW Councillor. She is the author of “All Above Board: Great Governance for the Government Sector” and numerous articles on corporate strategy and governance.

Julie Garland McLellan to judge 2011 Global eBook Awards