How a Board Effectiveness Review Addresses Underperforming Chair Leadership

By Kirsten Smith, Chartered Governance Professional

Nobody wants to say it out loud. But when the problem is the Chair, almost everything else follows from it.

In board effectiveness reviews, it comes up more often than most people expect. The Chair is the issue. The meetings run long because the discussion never gets closed. Decisions get relitigated because they were never properly made in the first place. Directors have stopped speaking up because they have learned it does not go anywhere. The executive team has started working around the board rather than through it.

Everyone in the room knows it. The CEO knows. The directors probably know. The Company Secretary almost certainly knows. And yet nothing gets said, because the person the feedback is about is the person who runs the meeting, sets the agenda, and speaks on behalf of the board.

This is one of the most common and most consequential governance problems I encounter. It is also one of the hardest to address without a structured process.

Why Chair Effectiveness Is So Difficult to Raise

In most governance structures, there is no formal mechanism for giving the Chair feedback.

Directors evaluate the CEO. The Chair evaluates the directors. But who evaluates the Chair?

Usually, nobody.

This is not a design oversight. It reflects the Chair's unique position: accountable to the board collectively, but with no obvious peer to receive feedback from and no line manager above them. In a well-functioning board, the Chair self-regulates. They seek input informally, stay attuned to the room, and adjust. But when that self-awareness is missing, the gap between how the Chair perceives their own performance and how others experience it can become very wide indeed.

The absence of a feedback mechanism is itself a governance risk. A board that cannot give its Chair honest input is a board that cannot correct one of its most important leadership functions.

What Underperforming Chair Leadership Actually Looks Like

Poor Chair leadership rarely looks like obvious misconduct. It is more subtle than that, and often more entrenched.

It shows up in meetings that consistently run over time, not because the agenda is too full, but because the Chair cannot bring a discussion to a close. It shows up in decisions that get revisited at every subsequent meeting because they were never clearly made. It shows up in a boardroom where one or two voices dominate and others have stopped contributing, not because they have nothing to say, but because they have learned their input will not change the outcome.

It shows up in a Company Secretary who is managing around the Chair rather than being supported by them. In an executive team that has adjusted what it brings to the board because they no longer trust the room to handle it well. In directors who are technically present but have quietly disengaged.

None of these symptoms are dramatic. That is part of why they persist. Each one, in isolation, can be attributed to something else. Together, they describe a board that is underperforming at its most senior level of leadership.

How a Board Effectiveness Review Changes the Equation

An independent board effectiveness review is one of the few structured processes that creates a legitimate pathway for Chair feedback.

When every director and every relevant executive is interviewed confidentially by someone outside the organisation, the Chair's effectiveness becomes part of the picture naturally. It is not raised as a complaint or a personal attack. It emerges as one dimension of how the board is functioning: how meetings are run, whether decisions are made clearly, whether the right conditions exist for open and honest discussion.

The external reviewer is not beholden to the Chair. They are not navigating the same internal relationships. Their job is to give the board an honest account of how it is performing, and that account necessarily includes the performance of the person leading it.

This is one of the most significant reasons why an independent board effectiveness review provides value that internal processes cannot replicate. An internal review, however well-intentioned, asks people to give feedback through structures the Chair controls. An external review removes that constraint.

In my experience, directors are often relieved to have a legitimate channel. They have observations they have not known how to raise. When a confidential interview gives them that space, they use it.

What Happens After the Review

A well-conducted board effectiveness review does not produce a report that names individuals or assigns blame. The findings are reported thematically, and the recommendations are framed as governance improvement opportunities rather than personal assessments.

But the substance reaches the right place.

The Chair receives findings that include how the board's leadership is experienced by others. In most cases, this is genuinely useful information that a conscientious Chair will act on. They may not have known how the meeting dynamic was landing. They may not have realised that decisions were being perceived as unclear. The review gives them that feedback in a constructive, evidence-based form.

In cases where the Chair is unwilling or unable to respond constructively, the board has a documented, independent assessment that supports a more direct conversation. The Deputy Chair plays an important role here, as does the board's collective responsibility to address governance gaps wherever they sit, including at the top.

The review also gives the board as a whole a shared understanding of what needs to change. When the findings are presented collectively, directors no longer have to carry their observations in isolation. The conversation can begin.

When to Commission a Board Effectiveness Review

There is no single right trigger. Boards commission external board effectiveness reviews for a range of reasons: because their constitution or regulatory obligations require it, because something has prompted a reckoning, or because the board is genuinely curious about how well it is performing and wants an honest external view.

All of those are legitimate.

But the most strategically intelligent time to commission a board effectiveness review is before you need to. When the organisation is stable. When the board can afford to be genuinely reflective rather than defensive. When the findings can be a starting point for a conversation rather than evidence in an argument.

If you are waiting until the Chair situation has become a crisis, the review is already overdue. The value of an independent review is highest when it is proactive, when it can surface issues while they are still correctable, before they have calcified into entrenched dynamics or formal disputes.

Practical Pathways When the Chair Is the Issue

If you are a director, a CEO, or a Company Secretary navigating this situation, the most important thing to understand is that you are not alone and there are structured ways to address it.

An independent board effectiveness review is the most defensible and least personally costly path. It creates a process that is bigger than any individual, produces findings grounded in evidence rather than personality, and gives the board a legitimate basis for action.

Other pathways include a direct conversation facilitated by the Deputy Chair, a structured peer review of the Chair's performance as part of the board's annual governance calendar, or engagement with the board's governance committee if one exists.

What tends not to work is informal lobbying, corridor conversations, or waiting for the problem to resolve itself. These approaches rarely produce change and often make the situation more complicated.

The Chair role is the most important leadership position on a board. When it is working well, everything else becomes easier. When it is not, almost nothing else works as it should.

A board effectiveness review will not solve every Chair leadership challenge. But it is one of the most powerful tools available to surface the conversation and give the board a structured way forward.

Governance in Focus works with boards to sharpen performance and strengthen accountability. If your board is due for an independent board effectiveness review, or if you are navigating a Chair leadership challenge, we would be glad to talk.