Different roles on boards

Most boards have a group of office holders. These will most likely include a chair, deputy chair, a secretary and treasurer. Their roles are described below. Those boards with committees or sub-committees may also have committee chairs. Appointment procedures for the different office holders should be outlined in the board’s rules.

A director: A director holds a directorship, which is primarily a governance role, with a strategic focus.  There are different types of directors in New Zealand:

  • Executive/non-executive director:  An executive director of a company holds an executive position within that company. Executive directors tend to be
    full-time employees of the company who are also directors.  Executive directors can provide great depth of company knowledge for a board's deliberations.  A non-executive director holds no such company position.
  • Independent director: Independent means independent of management and free from any business or other relationship or circumstance that could materially interfere with the exercise of a director’s independent judgement.  For example, a director would not be independent if they have recently been employed by the company or have a contractual relationship with the company (other than as a director), or if they are related to a major shareholder. Note that a non-executive director is not necessarily an independent director but that all independent directors are non-executive directors.

The board chair:  The chair serves as the board’s spokesperson and takes a leading role in the functioning of the board. The chair is also responsible for managing board meetings, ensuring they do not stray too far from the prepared agenda and that members stay within the meeting rules.  Some chairs are also given an additional casting vote, which can give them important directional power.  In larger boards, they will also act as a link between the board and the executive director, who in turn acts as a link to staff and volunteers.

The deputy chair:  Many boards appoint a deputy chair to support the chair in her many tasks and to fill in when the chair is absent.  The deputy chair is also expected to play a major role in board leadership.

The committee chair:  Larger boards often establish committees or sub-committees to concentrate on specific areas, such as governance, budget and finance, or public relations.  Committee chairs are responsible for overseeing the committee, managing its meetings, and reporting and making recommendations to the board chair or full board.

The secretary and treasurer:  In general, the secretary is responsible for tasks such as preparing and distributing meeting agendas, ensuring meeting minutes are taken, and legal compliance.  The treasurer is responsible for monitoring the financial position of the organisation and keeping other board members abreast of financial matters.