What is a Chair Person in a Board Meeting?

When running a limited company in the UK, governance and accountability are key to long-term success. One important part of effective board meetings is having a chairperson also known as the chair of the board.

This post explains what a chairperson is, their responsibilities in a limited company board meeting, and how to appoint one. Whether you’re a new company director or preparing your first board meeting, this covers the essentials.

What is a Chairperson?

A chairperson is the individual who leads the board of directors’ meetings. Their main role is to ensure that meetings are conducted in a fair, orderly, and effective manner.

The chairperson:

• Oversees the agenda and keeps the meeting focused
• Encourages balanced participation from directors
• Ensures decisions are made democratically and recorded
• Has a casting vote (if allowed by the Articles of Association)

The chairperson does not automatically have extra legal powers beyond their fellow directors unless granted by the company’s Articles of Association.

Is a Chairperson Required by Law?

UK company law does not legally require a company to appoint a chairperson. However, it is considered best practice and is often included in a company’s Articles of Association or shareholders’ agreement.

Many private limited companies operate with just one or two directors and may not formally appoint a chairperson at first. As the business grows and the board expands, having a dedicated chair becomes more important.

Companies following the Model Articles for private limited companies have specific provisions on chairing directors’ meetings. Under Model Article 7:

“The directors may appoint a director to chair their meetings. The person so appointed shall chair all meetings of directors…”

You can view the full Model Articles on GOV.UK.

Responsibilities of a Chairperson in a Limited Company

The chairperson’s duties can vary depending on the size and complexity of the company, but typically include:

1. Setting the Agenda

• Approving the meeting agenda in advance
• Ensuring key matters (e.g. finances, strategy, compliance) are covered

2. Managing the Meeting

• Opening and closing the meeting
• Ensuring the meeting is quorate (i.e. has enough directors present to make decisions)
• Keeping discussions focused and timely

3. Facilitating Fair Discussion

• Encouraging all directors to contribute
• Mediating disagreements or conflict professionally

4. Ensuring Clear Decisions Are Made

• Confirming decisions are voted on (if needed)
• Declaring the outcome of resolutions
• Using a casting vote where applicable and allowed

5. Working with the Company Secretary

• Overseeing the preparation of board minutes and ensuring decisions are recorded
• Reviewing and signing off on formal documentation