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The chairperson, also chairman, chairwoman or chair, is the presiding officer of an organized group such as a
board Board or Boards may refer to: Flat surface * Lumber, or other rigid material, milled or sawn flat ** Plank (wood) ** Cutting board ** Sounding board, of a musical instrument * Cardboard (paper product) * Paperboard * Fiberboard ** Hardboard, a ty ...
, committee, or deliberative assembly. The person holding the office, who is typically elected or appointed by members of the group, presides over meetings of the group, and conducts the group's business in an orderly fashion. In some organizations, the chairperson is also known as '' president'' (or other title). In others, where a board appoints a president (or other title), the two terms are used for distinct positions. Also, the chairman term may be used in a neutral manner not directly implying the gender of the holder.


Terminology

Terms for the office and its holder include ''chair'', ''chairperson'', ''chairman'', ''chairwoman'', ''convenor'', ''facilitator'', '' moderator'', ''president'', and ''presiding officer''. The chairperson of a parliamentary chamber is often called the '' speaker''. ''Chair'' has been used to refer to a
seat A seat is a place to sit. The term may encompass additional features, such as back, armrest, head restraint but also headquarters in a wider sense. Types of seat The following are examples of different kinds of seat: * Armchair (furniture), ...
or office of authority since the middle of the 17th century; its earliest citation in the '' Oxford English Dictionary'' dates to 1658–1659, four years after the first citation for ''chairman''. ''Chairman'' has been criticized as
sexist Sexism is prejudice or discrimination based on one's sex or gender. Sexism can affect anyone, but it primarily affects women and girls.There is a clear and broad consensus among academic scholars in multiple fields that sexism refers primaril ...
.* * * * * * * * * * * * In World Schools Style debating, as of 2009, ''chair'' or ''chairperson'' refers to the person who controls the debate; it recommends using ''Madame Chair'' or ''Mr. Chairman'' to address the chair. The '' FranklinCovey Style Guide for Business and Technical Communication'' and the American Psychological Association style guide advocate using ''chair'' or ''chairperson''. ''The Oxford Dictionary of American Usage and Style'' (2000) suggested that the gender-neutral forms were gaining ground; it advocated ''chair'' for both men and women. The '' Telegraph'' style guide bans the use of ''chair'' and ''chairperson''; the newspaper's position, as of 2018, is that "chairman is correct English". The National Association of Parliamentarians adopted a resolution in 1975 discouraging the use of ''chairperson'' and rescinded it in 2017.


Usage

The word ''chair'' can refer to the place from which the holder of the office presides, whether on a chair, at a lectern, or elsewhere. During meetings, the person presiding is said to be "in the chair" and is also referred to as "the chair". Parliamentary procedure requires that members address the "chair" as "Mr. (or Madam) Chairman (or Chair or Chairperson)" rather than using a name – one of many customs intended to maintain the presiding officer's impartiality and to ensure an objective and impersonal approach. In the British
music hall Music hall is a type of British theatrical entertainment that was popular from the early Victorian era, beginning around 1850. It faded away after 1918 as the halls rebranded their entertainment as variety. Perceptions of a distinction in Bri ...
tradition, the chairman was the master of ceremonies who announced the performances and was responsible for controlling any rowdy elements in the audience. The role was popularised on British TV in the 1960s and 1970s by Leonard Sachs, the chairman on the variety show '' The Good Old Days''. "Chairman" as a quasi-title gained particular resonance when socialist states from 1917 onward shunned more traditional leadership labels and stressed the collective control of ''Soviets'' (councils or committees) by beginning to refer to executive figureheads as "Chairman of the X Committee". Vladimir Lenin, for example, officially functioned as the head of Soviet Russian government not as prime minister or as president but as "Chairman of the Council of People's Commissars of the Russian SFSR". At the same time, the "Chairman of the
All-Russian Central Executive Committee The All-Russian Central Executive Committee ( rus, Всероссийский Центральный Исполнительный Комитет, Vserossiysky Centralny Ispolnitelny Komitet, VTsIK) was the highest legislative, administrative and r ...
" was the head of the state, an office held by Kalinin between 1919 and 1938, when it was replaced by the "Chairman of the Presidium of the
Supreme Soviet of the Russian SFSR The Supreme Soviet of the Russian SFSR (russian: Верховный Совет РСФСР, ''Verkhovny Sovet RSFSR''), later Supreme Soviet of the Russian Federation (russian: Верховный Совет Российской Федерации, ...
". Later, Mao Zedong was commonly called "Chairman Mao", as he was officially
Chairman of the Chinese Communist Party The Chairman of the Central Committee of the Chinese Communist Party () was the leader of the Chinese Communist Party. The position was established at the 8th National Congress in 1945 and abolished at the 12th National Congress in 1982, bei ...
and
Chairman of the Central Military Commission Chairman of the Central Military Commission may refer to: *Chairman of the Central Military Commission (China) *Chairman of the Central Military Commission of the Workers' Party of Korea See also *Secretary of the Central Military Commission of the ...
.


Roles and responsibilities


Duties at meetings

In addition to the administrative or executive duties in organizations, the chairperson presides over meetings. Such duties at meetings include: * Calling the meeting to order * Determining if a
quorum A quorum is the minimum number of members of a deliberative assembly (a body that uses parliamentary procedure, such as a legislature) necessary to conduct the business of that group. According to ''Robert's Rules of Order Newly Revised'', the ...
is present * Announcing the items on the order of business or agenda as they come up * Recognition of members to have the
floor A floor is the bottom surface of a room or vehicle. Floors vary from simple dirt in a cave to many layered surfaces made with modern technology. Floors may be stone, wood, bamboo, metal or any other material that can support the expected load ...
* Enforcing the rules of the group * Putting questions ( motions) to a vote, which is the usual way of resolving disagreements following discussion of the issues * Adjourning the meeting While presiding, the chairperson should remain impartial and not interrupt a speaker if the speaker has the floor and is following the rules of the group. In committees or small boards, the chairperson votes along with the other members; in assemblies or larger boards, the chairperson should vote only when it can affect the result. At a meeting, the chairperson only has one vote (i.e. the chairperson cannot vote twice and cannot override the decision of the group unless the organization has specifically given the chairperson such authority).


Powers and authority

The powers of the chairperson vary widely across organizations. In some organizations they have the authority to hire staff and make financial decisions. In others they only make recommendations to a
board of directors A board of directors (commonly referred simply as the board) is an executive committee that jointly supervises the activities of an organization, which can be either a for-profit or a nonprofit organization such as a business, nonprofit organiz ...
, and or may have no executive powers, in which case they are mainly a spokesperson for the organization. The power given depends upon the type of organization, its structure, and the rules it has created for itself.


Disciplinary procedures

If the chairperson exceeds their authority, engages in misconduct, or fails to perform their duties, they may face disciplinary procedures. Such procedures may include censure, suspension, or removal from office. The rules of the organization would provide details on who can perform these disciplinary procedures. Usually, whoever appointed or elected the chairperson has the power to discipline them.


Public corporations

There are three common types of chairperson in public corporations.


Chairperson and CEO

The chief executive officer (CEO) may also hold the title of chairperson, in which case the board frequently names an independent member of the board as a lead director. This position is equivalent to the position of président-directeur général in France.


Executive chairperson

Executive chairperson is an office separate from that of CEO, where the titleholder wields influence over company operations, such as Larry Ellison of
Oracle An oracle is a person or agency considered to provide wise and insightful counsel or prophetic predictions, most notably including precognition of the future, inspired by deities. As such, it is a form of divination. Description The word '' ...
, Douglas Flint of
HSBC HSBC Holdings plc is a British multinational universal bank and financial services holding company. It is the largest bank in Europe by total assets ahead of BNP Paribas, with US$2.953 trillion as of December 2021. In 2021, HSBC had $10.8 tri ...
and
Steve Case Stephen McConnell Case (born August 21, 1958) is an American businessman, investor, and philanthropist best known as the former chief executive officer and chairman of America Online (AOL). Case joined AOL's predecessor company, Quantum Computer ...
of AOL Time Warner. In particular, the group chair of HSBC is considered the top position of that institution, outranking the chief executive, and is responsible for leading the board and representing the company in meetings with government figures. Before the creation of the group management board in 2006, HSBC's chair essentially held the duties of a chief executive at an equivalent institution, while HSBC's chief executive served as the deputy. After the 2006 reorganization, the management cadre ran the business, while the chairperson oversaw the controls of the business through compliance and audit and the direction of the business.


Non-executive chairperson

Non-executive chairperson is also a separate post from the CEO; unlike an executive chairperson, a non-executive chair does not interfere in day-to-day company matters. Across the world, many companies have separated the roles of chairperson and CEO, saying that this move improves corporate governance. The non-executive chairperson's duties are typically limited to matters directly related to the board, such as: * Chairing the meetings of the board. * Organizing and coordinating the board's activities, such as by setting its annual agenda. * Reviewing and evaluating the performance of the CEO and the other board members.


Examples

Many US companies have an executive chairperson; this method of organization is sometimes called the American model. Having a non-executive chairperson is common in the UK and Canada, and is sometimes called the British model. Expert opinion is rather evenly divided over which is the preferable model. There is a growing push by public market investors for companies with an executive chairperson to have a lead independent director to provide some element of an independent perspective. The role of the chairperson in a private equity-backed board differs from the role in non-profit or publicly listed organizations in several ways, including the pay, role and what makes an effective private-equity chairperson. Companies with both an executive chairperson and a CEO include Ford,
HSBC HSBC Holdings plc is a British multinational universal bank and financial services holding company. It is the largest bank in Europe by total assets ahead of BNP Paribas, with US$2.953 trillion as of December 2021. In 2021, HSBC had $10.8 tri ...
, Alphabet Inc., HP, and Apple.


Vice-chairperson and deputy chairperson

A vice- or deputy chairperson, subordinate to the chairperson, is sometimes chosen to assist and to serve as chairperson in the latter's absence, or when a motion involving the chairperson is being discussed. In the absence of the chairperson and vice-chairperson, groups sometimes elect a ''chairperson
pro tempore ''Pro tempore'' (), abbreviated ''pro tem'' or ''p.t.'', is a Latin phrase which best translates to "for the time being" in English. This phrase is often used to describe a person who acts as a ''locum tenens'' (placeholder) in the absence of ...
'' to fill the role for a single meeting. In some organizations that have both titles, deputy chairperson ranks higher than vice-chairperson, as there are often multiple vice-chairpersons but only a single deputy chairperson. This type of deputy chairperson title on its own usually has only an advisory role and not an operational one (such as Ted Turner at Time Warner). An unrelated definition of vice- and deputy chairpersons describes an executive who is higher ranking or has more seniority than an executive vice-president (EVP). Sometimes, EVPs report to a vice-chairperson, who in turn reports directly to the chief executive officer (CEO) (so vice-chairpersons in effect constitute an additional layer of management), while other vice-chairpersons have more responsibilities but are otherwise on an equal tier with EVPs. Executives with the title vice-chairperson and deputy chairperson are usually ''not'' members of the board of directors.


See also

* Executive director * Non-executive director *
Parliamentary procedure in the corporate world Parliamentary procedure in the corporate world may follow traditional parliamentary authorities such as Robert's Rules of Order or simpler rules of order considered by some commentators to be more appropriate in the corporate setting. Use of parl ...
* President (corporate title)


References


Further reading

* {{Authority control Management occupations Parliamentary procedure Political neologisms Positions of authority