Well unfortunately, I often speak to NFP CEO’s who deal with Mad Hatter Chairmen every day. Mad Hatter Chairs are the ones who engage in some or all of the following;
- flip flop around, responding to every stakeholder whim that passes them by
- confuse mentoring, coaching and leading with micromanagement
- find it hard to accept that organisations have finite resources
- rapidly ‘blame’ the CEO if there’s a lack performance
- undermine organisational structures and try to manage staff directly
- veer off agreed plans and priorities
- go well beyond the scope of the job, often usurping the CEO’s role
- act unilaterally claiming to represent the board
So what can be done about the Mad Hatter Chair?
I need to start here by saying – dont elect them! The relationship between the CEO and the board is a joint accountability. The chairman is responsible for at least half of the responsibility and is significantly responsible for managing the relationship between the CEO and the rest of the board. The board must seriously consider this significant responsibility when it chooses a chairman. The days of taking turns according to seniority are well behind us.
Boards need to consider which of the board members is best skilled to chair the board, to work with the CEO and to lead the governance of the organisation. How many times have we seen passionate ‘given a turn’ not because we felt it was the best thing for the organisation but out of some sense that they will work hard or they are very engaged. In my view, those board members have failed in their duty as governors by being passive participants. Choosing a chair is an active choice and board members can’t take it while being asleep at the wheel. A good board will be selecting, training and retaining people with a mix of skills – not all of them will be chairman material and not all of them should ‘get a turn’.
The second piece of advice I’ll give is that the chair needs to have their performance evaluated along side the CEO. Key performance indicators should include;
- Did the chairman provide mentoring and leadership
- Have they taken responsibility for building the CEO / board relationship
- Is the CEO flourishing or floundering under their leadership (and has this changed)
- Have they delegated properly (or relegated the CEO to admin)
- Are they working to agreed organisational priorities versus their own agenda
- Are they working within the scope of their role
- Are their (and the boards) expectations consistent with the resource capacity of the organisation
- Are they consistent in their approach
There’s much been written about governing high performance CEO’s however there’s often an assumption that the chair of the board is performing their role appropriately. It’s crucial that if you want a high performance organisation, that the chair and CEO are seen as a team in developing a the performance culture at the top. An annual performance evaluation for the board and its chairman is as critical for performance as staff evaluations.
One last word – If your board chair is a Mad Hatter Chairman, it’s part of your fiduciary duty as a board member to address it.