EB Chair Role Description

This document should be read in conjunction with the Executive Board Director Role Description.

The Chair has the lead role for assuring the integrity of the Board’s governance process and represents the Board to outside parties, and in so doing relies on the active support and participation of the other four directors on the Board.

Success in this position will mean that:  the Board behaves consistently within its own rules and the constitution; meeting and discussion content will be only those issues which, according to Board policy, clearly belong to the Board, not the Executive Director or Shared Services Unit Manager to decide; and deliberation will be fair, open, and thorough as well as timely, orderly, and to the point.

Specifically, the Chair is responsible for:

• the efficient functioning of the board and setting the agenda for board meetings

• ensuring that all directors are enabled and encouraged to play their full part in the activities of the board and have adequate opportunities to express their views

• ensuring that all directors receive sufficient and timely information to enable them to be effective board members.
  

In addition, the Chair will attend a quarterly forum with the President and Vice-President of InternetNZ and the Chairs of the other business units of InternetNZ, to discuss areas of common interest, to avoid duplication and to ensure that the activities of the Executive Director’s Office and the Shared Services Unit are aligned with both the strategic direction of InternetNZ and the activities of the other business units.  

The authority of the Chair consists in making decisions that fall within Board policies except where the Board specifically delegates otherwise.  The Chair is authorized to:

• use any reasonable interpretation of the provisions in these policies

• chair Board meetings, with all the commonly accepted power of that position

• work closely with the Executive Director and the Shared Services Unit Manager without cutting across their prerogatives and responsibilities as set out in their respective role descriptions and delegation statements.

• call on individual directors to address and take responsibility for specific issues or serve on sub-committees

• co-ordinate the annual self-review by the Board of its performance against the governance policy

• represent the Board to outside parties and the InternetNZ Council

• delegate this authority to another director (while remaining accountable for its use).
  

In addition to the skills and attributes outlined in the Director Role Description, the Chair should have previous experience in chairing a governance body.