Chairman

"Chairman of the Board" redirects here. For other meanings, see Chairman of the Board (disambiguation).

For the car produced by SsangYong, see SsangYong Chairman.

For the Convenor of Crossbench Peers in the House of Lords, see Crossbencher#Convenor.

The chairman is the highest officer of an organized group such as a board, committee, or deliberative assembly. The person holding the office is typically elected or appointed by the members of the group. The chairman presides over meetings of the assembled group and conducts its business in an orderly fashion.^[1] When the group is not in session, the officer's duties often include acting as its head, its representative to the outside world and its spokesperson.

Terminology

Other terms sometimes used for the office and its holder include presiding officer, president, moderator, chair, and convener.^[2][3][4] The chairman of a parliamentary chamber is often called the speaker.^[5][6] Though chairwoman is sometimes used as a female counterpart to chairman, the terms chair and chairperson are sometimes used to avoid gendered titles altogether.^[7][8] The National Association of Parliamentarians does not approve using "chairperson".^[9] In the United States, the presiding officer of the "lower" house of a legislative body, such as the House of Representatives, is frequently titled the Speaker, while the "upper" house, such as the Senate, is commonly chaired by a President.

A vice-chairman (or deputy chairman), subordinate to the chairman, is sometimes chosen to assist the chairman^[10] and to serve as chairman in the absence of the chairman, or when a motion involving the chairman is being discussed.^[1] In the absence of the chairman and vice chairman, groups sometimes elect a chairman pro tempore to fill the role for a single meeting.^[1]

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”, the person is also referred to as “the chair.” Parliamentary procedure requires that members address the “chair” rather than the “chairman,” or by using a person's name. This is one of many customs intended to maintain the presiding officer's impartiality and insuring an objective and impersonal approach.^[1]

Riddick's Rules of Procedure, among others, claim an etymology of chairman as derived from the Latin manus, or "hand", and use this to claim gender-neutrality for the word. Some etymologists consider this to be incorrect,^[11] and many dictionaries claim that the word is from "chair" (a seat or office of authority) and "man", a person.^[7][12][13]

Public corporations

Among public corporations, there are generally two types of chairmen, executive and non-executive. The executive chairman also serves as an executive of the company, usually the chief executive officer (CEO), although it can exist as a separate position. The non-executive chairman holds no executive position with the company, and is usually an outsider with no other current or previous ties to it.

The non-executive Chairman's duties are typically limited to matters directly related to the board, such as:^[14]

• 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.

Many U.S. companies have an executive chairman, and this method of organization is sometimes called the American model. Having a non-executive chair is common in the United Kingdom and Canada, and is sometimes called the British model. Expert opinion is rather evenly divided over which is the preferable model overall.^[15]

Companies with both an executive chairman and a CEO include Ford,^[16] HSBC,^[17], Google,^[18] and HP.^[19]

See also

• Board of Directors
• European company law
• Executive director
• German company law
• Non-executive director
• Parliamentary procedure in the corporate world
• UK company law
• US corporate law

Notes

1. ^ ^{a b c d} Robert's Rules of Order Newly Revised, 10th edition, Perseus Books Group, Cambridge MA, 2000
2. ^ Sturgis, Alice; American Institute of Parliamentarians (2001). The standard code of parliamentary procedure (Fourth ed.). New York: McGraw-Hill. pp. 11. ISBN 978-0071365130 
3. ^ "moderator". Chambers 21st century Dictionary via Search Chambers. Edinburgh: Chambers Harrap. http://www.chambersharrap.co.uk/chambers/features/chref/chref.py/main?query=Moderator&title=21st. 
4. ^ Although convener means someone who summons (convenes) a meeting, the convener may take the chair. The Oxford English Dictionary (2nd edition 1989) offers this citation: 1833 Act 3–4 Will. IV, c. 46 §43 “The convener, who shall preside at such committee, shall be entitled to a casting vote.” This meaning is most commonly found in assemblies with Scottish heritage.
5. ^ "Speeches: The many roles of the Speaker". Office of the Speaker, Parliament of New Zealand. 2006-02-01. http://www.parliament.nz/en-NZ/Admin/Speaker/Speeches/1/1/9/119e71c13d954e63bd049231bdee91e9.htm. 
6. ^ "About Parliament: The Lord Speaker". Parliament of the United Kingdom. Archived from the original on 2008-06-09. http://web.archive.org/web/20080609075343/http://www.parliament.uk/about/how/principal/lord_speaker.cfm. Retrieved 2008-10-23. "... responsibilities of the Lord Speaker include chairing the Lords debating chamber,..." 
7. ^ ^{a b} "Chairman". Dictionary.com Unabridged (v 1.1). 2006. http://dictionary.reference.com/browse/chairman. Retrieved 2008-10-22. 
8. ^ "Chairperson". Dictionary.com Unabridged (v 1.1). 2006. http://dictionary.reference.com/browse/chairperson. Retrieved 2008-04-27. 
9. ^ Zimmerman, Doris P. (1997). Robert's Rules in Plain English. New York: HarperCollins. ISBN 0062734768. 
10. ^ "vice-chairman". dictionary.com. http://dictionary.infoplease.com/vice-chairman. 
11. ^ "Chairman". wordorigins. http://www.wordorigins.org/index.php/site/2006/04/. 
12. ^ "Chairman". www.dictionary.com. http://dictionary.reference.com/browse/chairman. 
13. ^ See also The American Heritage Dictionary, the Oxford English Dictionary, the online edition of the current Merriam-Webster dictionary, Word Origins by Anatoly Liberman (page 88), Merriam-Webster's Dictionary of English Usage (page 235)
14. ^ Kefgen, Keith (2004-05-11). "The Non-Executive Chairman Comes of Age". HVS web site (HVS). http://www.hvs.com/Jump/?aid=1033. Retrieved 2011-04-03. 
15. ^ Behan, Beverly (2008-01-10). "Splitting the Chairman and CEO roles". BusinessWeek. http://www.businessweek.com/managing/content/jan2008/ca2008018_642807.htm. Retrieved 2011-04-03. 
16. ^ "Board of Directors". Ford Motor Company. http://blog.ford.com/article_display.cfm?article_id=141. Retrieved 2011-04-05. 
17. ^ "Board of Directors". HSBC. http://www.hsbc.com/1/2/about/board-of-directors. Retrieved 2011-04-05. 
18. ^ "Management Team". Google. http://www.google.com/corporate/execs.html. Retrieved 2011-04-05. 
19. ^ "HP Investor Relations - Board of directors". HP. http://h30261.www3.hp.com/phoenix.zhtml?c=71087&p=irol-govboard. Retrieved 2011-09-24. 

References

• Alice Sturgis; American Institute of Parliamentarians (2001). "19 Officers: The President ...". The standard code of parliamentary procedure (Fourth ed.). New York: McGraw-Hill. pp. 162–165. ISBN 978-0071365130