glossary
What Does a Chairperson Do? Role and Responsibilities
Governance GlossaryPublished: February 23, 2024 Last Reviewed: March 12, 2026
Key Takeaways
- The chairperson leads the board and sets the tone for governance and decision-making.
- Key responsibilities include chairing meetings, setting the agenda, and liaising with the CEO.
- The chair monitors board and CEO performance and leads succession planning.
- Effective chairs combine leadership skills, governance knowledge, and strong communication.
- The chair is elected by the board or by members at the AGM, depending on the constitution, for a term of one to three years.
A chairperson — also called the chair, chairman, or chairwoman — is the presiding officer of an organisation’s board of directors. The chair leads the board, sets the agenda, and is the primary point of contact between the board and the chief executive officer.
The chair does not manage day-to-day operations. Their job is to make sure the board functions well: that meetings are productive, that directors are informed and engaged, and that the board’s decisions are followed through. The relationship between the chair and CEO has a direct effect on how well the board and the organisation perform.
Roles and responsibilities
Leading the board
The chair sets the tone for the board’s work. This means promoting ethical decision-making, keeping discussions focused on the organisation’s mission, and making sure all directors can contribute effectively.
Governance oversight
The chair ensures the board operates in compliance with relevant laws, regulations, and best practices, and that it meets its responsibilities to stakeholders — members, donors, and the communities the organisation serves.
Chairing meetings
The chair convenes and presides over board meetings. This involves setting the agenda in consultation with board members and the chief executive, making sure all viewpoints are heard, and keeping the meeting on track.
Communication
The chair is the primary liaison between the board and the chief executive, ensuring board decisions are communicated and acted on. In some cases, the chair also acts as a spokesperson for the organisation.
Strategic planning
The chair works with the chief executive and the board to set strategic direction, establish goals, and monitor progress.
Performance monitoring
The chair monitors the performance of the board, its committees, individual directors, and the chief executive. This includes leading board evaluations and identifying areas for development.
Succession planning
The chair plans for board member and chief executive succession, and mentors potential future leaders within the organisation.
Qualities of an effective chairperson
An effective chair combines governance knowledge with strong interpersonal skills. They need to lead without dominating, facilitate discussion without steering it, and hold management accountable without micromanaging.
Practical qualities that matter: the ability to run a meeting well, financial literacy sufficient to challenge management reports, the confidence to make decisions under uncertainty, and enough knowledge of the organisation’s sector to ask useful questions. Personal integrity and the trust of other directors underpin everything else.
The Chair-CEO Relationship
One of the most important dynamics on any board is the working relationship between the chairperson and the chief executive officer. When this relationship works well, the board receives timely and accurate information, strategic discussions are well-framed, and the organisation benefits from a clear division between governance and management. When it breaks down, the consequences can include poor decision-making, loss of staff confidence, and organisational drift.
The chair and CEO should agree on how and how often they will communicate outside of formal board meetings. Regular one-on-one meetings — whether fortnightly or monthly — give the CEO a sounding board for emerging issues and allow the chair to stay informed without overstepping into operational matters. The chair should be the first person the CEO contacts when a significant risk or issue arises, and the CEO should be comfortable raising difficult topics without fear of a disproportionate response.
Importantly, the chair leads the board’s role in evaluating the CEO’s performance against agreed objectives. This should be a structured annual process, not an informal or ad hoc exercise. A strong chair keeps the relationship professional, respects the boundary between governance and management, and ensures the full board is involved in decisions about CEO appointment, performance, and succession. The AICD NFP Governance Principles provide detailed guidance on managing this relationship effectively.
Frequently Asked Questions
What is the role of a Chairperson in a not-for-profit organisation?
The Chairperson, sometimes known as the Chair or President, leads the organisation's Board of Directors. In an Australian not-for-profit, the Chair is responsible for running board meetings, setting the agenda, ensuring board decisions are acted on, and liaising with the CEO or Executive Director.
The Chair also represents the organisation at public events and works to maintain an effective board where diverse perspectives are heard and considered.
How is a Chairperson selected in a not-for-profit organisation in Australia?
The process depends entirely on the organisation's constitution or governing documents. There are two common models.
In many membership-based NFPs and incorporated associations, the chair (often called the President) is elected directly by members at the Annual General Meeting. In larger organisations and companies limited by guarantee, the board elects the chair from among its own members, usually at the first board meeting after the AGM.
Term lengths vary but are commonly one to three years, with the possibility of re-election if the constitution allows it.
What qualifications or skills are important for a Chairperson of a not-for-profit in Australia to have?
An effective Chairperson needs governance knowledge, strong communication skills, and the ability to lead without dominating. Specific qualities include:
- Understanding of good governance practices and legal responsibilities in the Australian not-for-profit sector.
- Strong communication and interpersonal skills to chair meetings and facilitate productive discussion.
- Strategic thinking to guide long-term planning and decision-making.
- The ability to build consensus among diverse board members and mediate disagreements.
- Financial literacy sufficient to understand reports and budgets.
- A genuine commitment to the organisation's mission and values.
Can a Chairperson be paid for their role in a not-for-profit organisation?
In Australia, whether a Chairperson (or any board member) can be paid depends on the organisation's constitution. Payment is only permissible if the governing document expressly allows it, and it must not confer a private benefit that undermines the organisation's not-for-profit character. Generally, not-for-profit board members serve on a voluntary basis.
Some organisations choose to compensate board members for their time or reimburse expenses. Medium and large charities registered with the ACNC must disclose remuneration paid to responsible people in their Annual Information Statement. The ACNC remuneration guidance sets out the requirements. Organisations should also consult their governance documents and seek legal advice to ensure compliance.
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Better Boards connects the leaders of Australasian non-profit organisations to the knowledge and networks necessary to grow and develop their leadership skills and build a strong governance framework for their organisation.
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