The Chairperson’s Role in 2025: Governance, Strategy and the Future of Your Board

The success of any board depends heavily on the leadership of its Chairperson. As the King IV Report on Corporate Governance continues to guide governance practices in South Africa, the evolving expectations placed on directors and particularly Chairpersons demand clarity, structure, and accountability.

Whether your Chairperson is formally appointed through your Company Rules, Board Charter, or a letter of appointment, their role must be clearly defined. Not only is this a legal and governance best practice, but it also sets the tone for ethical leadership and organisational legitimacy.

Core Functions of the Chairperson (2025 Overview)

• Setting the ethical tone for the Board and promoting a culture of integrity

• Providing strategic leadership without compromising the principle of collective responsibility

• Guiding Board composition and succession planning

• Ensuring proper induction and mentorship for new members

• Overseeing the Board’s work plan, responsibilities, and member performance

• Presiding over meetings and ensuring inclusive, productive discussions

• Managing conflicts of interest and enforcing recusal where required

• Acting as a vital link between the Board and executive leadership, especially the CEO

• Encouraging accountability, oversight, and strategic direction

  
  

Board Effectiveness: Why It Matters in 2025

According to the latest Harvard Global Board Culture Survey, the effectiveness of the Chair is the single biggest differentiator between high-performing boards and those that underperform.

The Chairperson plays a foundational role in achieving the four governance outcomes defined by King IV:

• Ethical culture

• Good performance

• Effective control

• Legitimacy

  
  

An engaged Chair leads the Board in fulfilling its key responsibilities:

• Setting strategic direction

• Approving policy and strategy

• Monitoring and evaluating performance

• Ensuring accountability to shareholders and stakeholders

  
  

Legal Context in South Africa

Under the Companies Act 71 of 2008, directors (including the Chair) are expected to exercise fiduciary duty, act in good faith, and perform their duties with care, skill, and diligence.

Failure to do so may result in personal liability.

In addition, listed companies and regulated entities are expected to apply King IV™ governance principles with emphasis on the Chairperson being an independent, non-executive director.

Final Takeaway

Your Chairperson is not just a figurehead, they are your Board’s compass. For private and public companies alike, now is the time to formalise this role, assess its impact, and ensure alignment with modern governance standards.

Need help drafting your Board Charter or governance framework? Contact our Corporate Governance team at Kern, Armstrong & Associates for practical legal guidance - info@kernattorneys.co.za.