The Governance Library curated by Matthew Doyle
Board Room · Chairing the Board
Case study · NatWest Group
00:00
Board Room · Framework · Practice
Chairing the Board
A job defined by structure, and made in the room.
Case · NatWest Group
Tuesday 25 July 2023 · Evening
The chair issues a statement expressing full confidence in the CEO.
By 01:34 the next morning — she has resigned.
Within nine months, the chair has gone too. Three of the four most senior governance roles at a systemically important UK bank — all turned over in under a year.
One framing point. Everything that follows is about a UK unitary board.
This Note
Unitary
One board · executives + non-executives around the same table
vs
Note 07
Two-tier
Management board + supervisory board · statutorily separated
UK Corporate Governance Code · 2024
It is precise about structure — and deliberately quiet about practice.
Principle F
The chair leads the board.
Provision 9
Chair and CEO are different people.
Provision 12
A senior independent director as sounding board.
How you chair a meeting, manage air-time, handle dissent — all of that is left to you. Comply-or-explain. Policed by the market, not a regulator.
Thirty years of practice
Into that silence, a practitioner tradition.
1992
Cadbury
The chair runs the board — not the company
2003
Higgs
What genuine independence on appointment means
2009
Walker
Sector-specific expectations for bank chairs
practice
Garratt
Custodian of the board's learning
practice
Leblanc
Orchestrator of the board's work
The theoretical tension
Two different ways of walking into the room.
Agency theory
Jensen & Meckling · 1976
The chair as the board's principal monitor.
Shareholders' interests protected against managerial self-interest.
vs
Stewardship theory
Davis, Schoorman & Donaldson · 1997
The chair as a steward of the institution.
Working alongside management. Building long-run capability.
Most real chairing sits on the spectrum between them — and moves along it in response to events.
Four practical tasks · each visible in NatWest
Four things the chair does that nobody else can.
I
Setting the agenda
What Davies put on the 25 July board call — and what he did not.
II
Managing the air-time
Who actually spoke during the seven-hour window — and who did not.
III
Protecting dissent
Whether any non-executive pushed back on the initial statement.
IV
Owning the boundary
Between the chair's governance role and the CEO's management role.
The seven-day window
4 July
Farage video: Coutts "cancelled" me
17 July
BBC report — sourced from Rose at a charity dinner
18 July
Farage publishes 40-page internal Coutts dossier
25 July
Board convened. "Full confidence" statement issued.
26 July
UKGI, regulators, ministers signal confidence is untenable
19:00
Statement of full confidence
→
01:34
Resignation
The chair's three judgements
Three decisions inside seven hours. None of them a Code provision.
I
Whether to defend. Davies chose to defend — trusting the institution's read of Rose's conduct over the emerging reputational signal.
Stewardship
II
Who to consult. SID · UKGI · PRA · FCA · Treasury. The first-call network, operating at speed.
Network
III
When to shift posture. Once the government moved, stewardship became untenable — and the agency role reasserted itself.
Agency
Four dimensions of chairing
Where the tension gets resolved, in practice.
I
Authority
Agency + Stewardship
Moral capital. Accumulated over years, drawn down in minutes.
II
Information
Walker · SMCR
Since 2016, bank chairs personally accountable under the Senior Managers Regime. Personally.
III
Conflict
Pettigrew · Leblanc
Orchestrating dissent without losing cohesion. High-performing boards aren't consensus boards.
IV
Asymmetry
Roberts et al. 2005
The chair's accountability is individual — but invisibilised by the collective norm.
Accountability asymmetry · the structural feature
Two ledgers. One is visible.
Board · collective
  • Resolutions
  • Minuted decisions
  • Shared fiduciary duty · CA 2006
Credit is claimed collectively. Cost is absorbed individually.
Roberts, McNulty & Stiles · British Journal of Management · 2005
Chairing is the connective tissue of the series.
Chair
Note 02
Committees & ToR
Note 03
Executive sessions
Note 04
Agenda design
Note 05
Board–CEO dynamics
Note 06
Succession
Note 07
Jurisdictions
Four honest qualifications
Before we close.
I
Unitary-board bias
The UK model assumes a single board with an independent chair. Not every jurisdiction does.
II
The heroic-chair fallacy
Good chairing often looks like nothing happening. Reality is quieter than the consulting literature.
III
Retrospective evidence
We argue from TSC testimony, the Travers Smith review, FCA/PRA statements. All retrospective. Ex-post bias is real.
IV
Pioneering appointments
Davies Review · FTSE Women Leaders · Kanter 1977 · Terjesen et al. Pioneering appointments operate under asymmetric scrutiny.
Three things to carry forward.
A reading
FRC 2024 UK Corporate Governance Code + Guidance on Board Effectiveness. Paired with Cadbury 1992 — the practitioner tradition's founding document.
A question
When did your board last change course because a dissenting non-executive would not let a decision settle — and was that NED still being included the month after?
The wider library
Note 02 Committees · Note 03 Sessions · Note 04 Agenda · Note 05 Board-CEO · Note 06 Succession · Note 07 Jurisdictions — chairing is the connective tissue. Outside the Board Room — Ethics Room Note 04 (proper-purposes test), where the chair's agenda prerogative is legally tested.
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