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How to seamlessly transition to a new board chair

Written by Lisa Cook - Get on Board Australia | Aug 1, 2024 5:37:02 AM

There will come a time in everyone's board career when they are involved in ushering in a new board chair. It's likely both a sad and exciting time (and, occasionally, a relieving one).

Ideally, the need to recruit a new chair is known well in advance; the board is clear on the retirement date of the outgoing chair, or the outgoing chair has signalled early enough that they will be stepping down from their role ahead of their full term. In this circumstance, a comprehensive recruitment process can be mapped out and undertaken, with the option to engage an external recruitment firm. The board must do everything they can to ensure that the incoming chair can be as great as—or better than—the outgoing chair. 

This article will share some considerations for your board to make, as you transition your board to a new chair. These considerations apply to all channels of chair succession: existing board members becoming the chair, new directors being recruited specifically for the chair role, or recruiting for an independent chair. I also share some considerations for a crisis situation for moments when your chair is suddenly unable to fulfil their role and a new chair is required. 

5 steps for a smooth transition to a new chair

Know what you need in your board chair

First and foremost, there must be an agreed-upon understanding of what the organisation and board need/want from the incoming chair and their fundamental duties as a board member. It's unlikely that what the organisation and board need from the new chair will be the same as what was needed from the outgoing chair. The business and its environment have changed, and so have the attributes required from the new chair.

It's important to bring the existing board members on the journey and have them involved in the process of defining the profile of the ideal chair. This is a conversation that the board, with the CEO, must have, and will include agreeing on things like:

  • the essentials and the desirables from the chair are based on the organisation's strategic position, its lifecycle stage, and the economic climate in which it operates
  • the expertise or skillset needed to complement and build the bench strength of the board and organisation
  • the values that the chair must share with the organisation and board
  • the level of board and chairing experience required
  • the network and connections of the chair
  • the ideal or preferred temperament and leadership style
  • the chair's key responsibilities and tasks, including activities beyond the board meetings (such as stakeholder engagement activities)
  • the time required to commit to the chair role

To assist in this process, you may use a checklist of chair responsibilities.

If appropriate, use the outgoing chair to help craft the new chair profile. They have likely been doing the job for a number of years, so they have intimate knowledge of what the role requires.

Once the profile is complete, this information can be collated into a clear, up-to-date position description for the chair role. 

Finding a new chair

Now that your board knows the 'what', it will be easier to find the 'who'.
The chair profile and position description is what the board will use to find ideal candidates. If the board is leading the new chair search, it may help to take a staged approach to recruiting: first engaging with potential candidates who fit the profile through the existing network of the current board members (and that network's network). Then, secondly, going to market if the first search doesn't yield the best candidates.

If needed, your board may consider using a search firm before going public with its recruitment efforts. If you've engaged a recruitment firm, they will use the detailed chair profile and position description to cross-reference with their database to identify potential chair candidates. They can also conduct an external candidate search if needed. 

Recruiting the new chair

As the new chair profile is being built, consider also establishing the recruitment process. Consider:

  • Who will be involved? Some options may include, the nominations committee, the existing chair, a special smaller ad-hoc committee, and/or a mixture of committee and general board Members and leadership team members, particularly the CEO.
  • Who is leading the process and managing candidate communications?
  • The interview process. Will the process include:
    • Individual interviews?
    • Panel interviews?
    • Informal/personal meetings?
  • What interview assessment criteria will be used?
  • Who is responsible for candidate follow-up?
  • How will the preferred candidate be selected? For example, a recommendation from the nominations committee will be accepted by the whole board.
  • Who will conduct reference checks and will police checks be conducted?
  • Is there a documented onboarding and handover process for the new chair?

Having a set process will enable a smooth recruitment process where nothing falls through the cracks and all candidates receive the same assessment and follow-up, regardless of the outcome.

Your board's recruitment process speaks volumes about your culture and credibility, something that every candidate—particularly for the chair role—is paying attention to.

If an existing board member (including the deputy or vice chair) is interested in becoming the chair, which is often the case, it would be beneficial to run the full recruitment process and ask them to apply. You want to maintain focus on bringing in the right skills and attributes (encompassed in the chair profile), that may or may not match with an existing board member.

If an existing board member is positioned to be a chair replacement (although securing the position is never guaranteed), start preparing this person well before the need for a new chair exists. For example, the chair candidate can chair a meeting for practice, they can chair a committee, complete a chair's course, accompanying the existing chair on key stakeholder engagements, and other relevant tasks important to the chair role. 

Give yourself plenty of time

What is likely clear by this stage is that the more time you give yourself to recruit and transition a new chair, the better. If you consider that it may take up to 6 months to recruit a new chair candidate and 6 months for a comprehensive handover, there's one year of time and effort required.

Have a handover period

The incoming chair needs to adequately prepare for the role. What do they need and how can the board and leadership team best facilitate this preparation?
Of course, take the new chair through your board member induction program. Additionally, have a hand-over period with the existing/outgoing chair; have them tag along with the current chair, particularly as they work with the CEO and other leadership team members. Have the existing chair take the new chair through their agenda-setting process and talk through their approach to chairing the board meetings. The existing chair can then give the incoming chair the opportunity to prepare an agenda and run a board Meeting under their observation.

The new chair can meet with each board member individually to get to know one another beyond the boardroom. The outgoing chair can introduce the new chair to the organisation's key stakeholders.

What other important information does your new chair need to be aware of? Include that in their induction. 

Transitioning to a new chair in a crisis

What do you do in a crisis situation? That moment when your current chair is immediately and unexpectedly unable to continue chairing.

Here are some considerations for this situation:

  • Have an up-to-date chair position description (PD) and documented recruitment process. The chair PD can help to brief a recruiter to quickly get a search underway, and the PD and recruitment process used for the board to quickly begin searching for their new chair.

  • Having an existing deputy or vice chair can enable a continuation of the work of the chair while the board decides whether to begin actively recruiting for a new chair (or retain the deputy chair as the chair and recruit a new deputy chair). If there is no deputy or vice chair, the board may wish to quickly identify a capable fellow board member to step up and lead the board and organisation through this process.

  • If possible, take time to recruit a new, external chair or expertly assist an internal possible chair to be ready for the transition. If the board is governing well and the management team is highly capable, the business should largely continue as usual whilst a thorough recruitment process can be conducted.

Additional questions for your board to consider

  • Is now the time to start planning for chair renewal?
  • Is there a viable existing board member positioned to become our next chair?
  • Do we need to look externally for a new board member/future board chair?
  • Does our organisation and/or board need an external, independent chair?
  • Does our constitution enable us to do what we want and need to do regarding the chair role? 

If you've been on a board for any length of time, you will know that a great chair can make all the difference. It's an important governance position that you want to get right. And when it is right, magic happens. By taking a considered and strategic approach to recruit and transition to a new board chair, the board and organisation will benefit from this magic.

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