Position Descriptions for Board Leadership Sample

These position descriptions outline the key responsibilities and expectations for the board chair and lead independent director roles.

Board Chair

• Provides leadership to the board in setting strategic direction and ensuring alignment with the company’s mission and values
• Oversees the board’s governance practices in compliance with legal and regulatory requirements
• Builds, reinforces, and monitors the board’s culture and dynamics, including its relationship with management
• Chairs meetings of the board of directors and the annual meeting of shareholders
• Establishes procedures to govern the board’s work (or, if also serving as CEO, abides by such procedures as set by outside directors)
• Ensures the board’s full discharge of its duties
• Schedules meetings of the full board, ensures that agendas and materials are prepared and distributed in advance, and works with committee chairs to coordinate the schedule of committee meetings
• Oversees the preparation and distribution of proxy materials to stockholders
• Helps the board to fulfill the goals it sets by delegating specific tasks to members and committees of the board
• Working with the nominating/governance committee, leads the annual evaluation of the board’s performance
• Acts as liaison between the board and management (if also serving as CEO, delegates this duty to a lead director)