What does a board chair do?

We describe the board chair’s core duties as leading the board’s work, convening and chairing board meeting(s), setting the agenda and ensuring decisions are properly recorded in the board minutes in line with the board meeting protocol.

When is the board chair role particularly important?

We typically see the role become especially central in larger or public companies, or during major changes such as a listing, capital raising or reorganisation, when strong board leadership and clear coordination with the CEO are critical.

How can you support the board chair in practice?

We help ensure board processes are legally robust by supporting meeting structure, documentation and compliance with the Companies Act and the articles of association, so the board can make well-founded and properly documented resolutions.

Board chair

We clarify the role, responsibilities, working methods and significance of the chair for corporate governance

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Explained – board chair duties in practice

The board chair is the member tasked with leading the board’s work and ensuring the board operates effectively. The role is regulated by the Companies Act (2005:551) and includes a specific responsibility to convene board meetings, chair board meetings, set an appropriate board meeting agenda, lead deliberations and ensure that decisions are recorded correctly in the board minutes in line with the board meeting protocol. The chair should create the conditions for constructive board collaboration and coordinate the members’ contributions. In some cases it is prudent to consult a business lawyer to ensure the board’s resolutions are legally robust.

When does the board chair role become relevant?

The question of appointing a board chair arises in all limited companies that have a board of directors, as the board is required by law to appoint a chair. The board chair role is particularly central in larger companies, public companies or when the company faces changes that demand strong board leadership, for example a listing, capital raising or major reorganisations. The chair then acts as a steady point of contact between the board, the CEO (Managing Director) and the general meeting (AGM).

Illustration of a board chair standing in front of an organisational chart, representing board leadership, corporate governance structure, and oversight responsibilities.

Key considerations – board chair duties

There are several important aspects a board chair must manage to discharge the role correctly and effectively.

The board chair is responsible for issuing notices to convene board meetings and to chair board meetings.
The chair must ensure all members receive relevant information in advance to support a sound board decision making process and an effective board meeting agenda.
Decisions taken must be documented and minuted correctly in the board minutes in accordance with the board meeting protocol.
The chair should promote a clear allocation of work within the board and foster board collaboration.
The role carries a specific responsibility to ensure the board complies with the Companies Act and the articles of association.
The chair often serves as the board’s primary contact point vis-à-vis the CEO and external stakeholders, facilitating effective board communication.
It is important to strike the right balance between leading and enabling all members to contribute, thereby supporting overall board effectiveness.

A well-functioning board chair brings structure and clarity to corporate governance, which is critical to the company’s long-term success.

Why the board chair matters

The board chair is essential to ensure the board’s work is effective and legally sound. By leading meetings, creating structure and coordinating efforts, the chair enables the board to perform at its best. Clear board chair responsibilities strengthen the board’s ability to pass well-founded board resolutions that support the company’s long-term development.

The chair also plays a vital part in the relationship with the CEO, as communication between board and management often flows via the chair. This makes the role central to maintaining clear lines of accountability and effective governance.

More broadly, an engaged chair helps the company be perceived as professional and well governed. Strong board leadership builds confidence among investors, employees and other stakeholders and can contribute to long-term stability.

It means leading the board’s work, ensuring the board meeting agenda is appropriate, convening meetings, chairing deliberations and ensuring decisions are implemented and documented properly (including accurate minutes of board meeting).

A board chair must be appointed if the board has two or more members. If the company has only one board member (a sole-director board), no chair is required. The requirement therefore does not apply to all companies, only where the board comprises several individuals.

The board chair responsibilities include organising and leading the board’s work. This includes, among other things:

Convene board meetings.
Chair board meetings and ensure decisions are recorded properly.
Promote effective cooperation between members and support disciplined board communication.

A board member participates in decision-making, while the board chair leads the process and provides structure for the board decision making process. The chair has a specific duty to ensure the board functions effectively.

A board chair may be appointed either by the general meeting (AGM) or by the board itself, depending on what has been decided. The general meeting always retains the right to determine who will be chair. If no decision is taken by the meeting, the board elects a chair from among its members. Removal is carried out by the body that appointed the chair. It is often wise to have a business lawyer review the process to ensure it is conducted correctly.

A board chair brings order and efficiency to the board’s work, which is critical to making the right decisions. The role is central to ensuring that: