Chairman

"Chairman of the Board" redirects here. For other uses, see Chairman of the Board
(disambiguation).
The chairman, also known as the chairperson
[1]
or simply the chair,
[2]
is the highest officer of
an organized group such as a board, a committee, or a 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.
[3]
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.
Contents
1 Terminology
2 Usage
3 Vice chairman and deputy chairman
4 Public corporations
5 See also
6 References
7 External links
Terminology[edit]
Other terms sometimes used for the office and its holder include chair, chairperson,
chairwoman, presiding officer, president, moderator, facilitator, and convenor.
[4][5][6]
The
chairman of a parliamentary chamber is often called the speaker.
[7][8]

The term chair is used in lieu of chairman, in response to criticisms that using chairman is
sexist.
[9][10][11][12]
It is commonly used today, and has been used as a substitute for chairman since
the middle of the 17th Century, with its earliest citation in the Oxford English Dictionary dated
1658-9, only four years after the first citation for chairman.
[13]

Usage[edit]
In his 1992 State of the Union address, then-U.S. President George H.W. Bush used "chairman"
for men and "chair" for women. A 1994 Canadian study found the Toronto Star newspaper
referring to most men as chairman, and most women as chairperson or chairwoman. The
Chronicle of Higher Education uses "chairman" for men and "chairperson" for women. An
analysis of the British National Corpus found chairman used 1,142 times, chairperson 130 times
and chairwoman 68 times.
[14]
The National Association of Parliamentarians does not approve
using "chairperson".
[15]
The Wall Street Journal, the New York Times and United Press
International all use chairwoman or chairman for women, and forbid use of chair or chairperson
except in direct quotations.
[16][17][18]
In World Schools Style debating, male chairs are called Mr.
Chairman and female chairs are called Madame Chair.
[19]
The FranklinCovey Style Guide for
Business and Technical Communication, as well as the American Psychological Association
style guide, advocate using "chair" or "chairperson", rather than "chairman".
[20][21]
The Oxford
Dictionary of American Usage and Style suggests that the gender-neutral forms are gaining
ground. It advocates chair for both men and women.
[22]

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.
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.
[3]

Some, including the prestigious Riddick's Rules of Procedure, claim that the second part of
chairman is derived from the Latin manus, or "hand", and use this to claim gender-neutrality for
the word. Professional linguists consider this to be complete nonsense,
[23]
and major dictionaries
only record the consensus of linguist research, which is that the word is derived from "chair" (a
seat or office of authority) and "man", a person.
[10][24][25]

Vice chairman and deputy chairman[edit]
A vice-chairman (or deputy chairman), subordinate to the chairman, is sometimes chosen to
assist the chairman
[26]
and to serve as chairman in the absence of the chairman, or when a motion
involving the chairman is being discussed.
[3]
In the absence of the chairman and vice chairman,
groups sometimes elect a chairman pro tempore to fill the role for a single meeting.
[3]
In some
organizations that have both titles, deputy chairman ranks higher than vice chairman, as there are
often multiple vice chairs but only a single deputy chair.[1] This type of Vice Chairman title on
its own usually has only an advisory role and not an operational one (such as Ted Turner at Time
Warner).
[27]

An unrelated definition of vice chair describes an executive who is higher ranking or has more
seniority than an executive vice president. Sometimes, EVPs report to a vice chair, who in turn
reports directly to the CEO (so vice chairs in effect constitute an additional layer of
management), other vice chairs have more responsibilities but are otherwise on an equal tier
with EVPs. Executive vice chairmen are usually not on the board of directors. The Royal Bank of
Canada previously used "vice chair" in their inner management circle until 2004 but have since
renamed them group head.
Public corporations[edit]
There are three types of chairman in public corporations.
Chairman and CEO The CEO may also hold the title of chairman, in which case the
board frequently names an independent member of the board as a lead director.
Executive chairman An office separate from that of CEO, where the titleholder wields
influence over company operations, such as Steve Case of AOL Time Warner and
Douglas Flint of HSBC. In particular, the group chairmanship 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.
[28][29]
Prior to the creation of the group management board in 2006, HSBC's
chairman 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 chairman oversaw the controls of the
business through compliance and audit and the direction of the business.
[30]

Non-executive chairman also a separate post from the CEO, unlike an executive
chairman, a non-executive chairman does not interfere in day-to-day company matters.
Across the world, many companies have separated the roles of chairman and CEO, often
resulting in a non-executive chairman, saying that this move improves corporate
governance.
The non-executive chairman's duties are typically limited to matters directly related to the board,
such as:
[31]

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.
[32]

Companies with both an executive chairman and a CEO include Ford,
[33]
HSBC,
[34]
Google,
[35]

and HP.
[36]

See also[edit]
Board of directors
European company law
Executive director
German company law
Non-executive director
Parliamentary procedure in the corporate world
UK company law