Director to chair: stepping into system leadership

Women are increasingly present across New Zealand’s governance landscape. In the public sector, women’s representation on government-appointed boards has remained above 50% for five consecutive years, sitting at 52.1% as at December 2024. In the not-for-profit sector, women are over-represented relative to other organisation types. Participation is no longer the primary constraint. Leadership at the head of the table, however, remains uneven.

The IoD’s Governance Insights from the Directors’ Fees Report 2025-26 shows women make up 25.6% of non-executive chairs. Even in sectors where women are highly represented, chair roles remain disproportionately male. The pipeline is active; progression into the chair is where the pattern shifts.

There has been meaningful movement. Female representation among trust chairs has risen significantly to 47.3%, and advisory board chair roles have also seen gains. But uneven progress across categories signals that chair appointments are still shaped by how boards define and recognise authority.

For experienced women directors, the issue is less readiness and more whether their governance authority is visible and recognised as “chair ready”.

The chair role is not ceremonial. The chair shapes how the board allocates its time, how strategy is framed, how risk appetite is tested and how challenge is handled. The chair influences whether difficult issues are surfaced early or allowed to linger, whether underperformance is addressed or quietly absorbed, and whether board evaluation leads to genuine improvement or simply compliance.

Directors contribute judgement to decisions. Chairs are accountable for the conditions under which that judgement is exercised. A board can have capable directors and still underperform if its operating rhythm is weak, its information flows are unfocused, or its conversations avoid tension in favour of comfort. The chair maintains the discipline of the system, protecting strategic time, sharpening information quality, ensuring succession and renewal are substantive rather than symbolic.

It is precisely because of this responsibility that chair succession tends to be cautious. Board appointments in New Zealand remain heavily relationship-driven, with the IoD Fees Survey 2025-26 showing referrals from existing members still the dominant sourcing method. Progression can depend as much on who is seen to hold informal authority as on who demonstrably holds governance capability.

And yet, the IoD’s 2025 Director Sentiment Survey shows only 37.1% of directors say their boards have effective succession planning in place for the chair. When succession is not deliberate, default decisions follow. Chair progression reflects whether renewal has been designed or deferred.

If you are already operating at a senior level around the board table, the question is whether your chair capability is visible, recognised and connected to succession conversations early enough.

Chair readiness is demonstrated in how you frame decisions when discussion becomes circular. It shows in how you connect performance to long-term strategy and risk appetite. It shows in how you handle tension, neither avoiding it nor escalating it unnecessarily. It is evident in whether accountability improves after you intervene. Many experienced women directors are already exercising this authority.

The difference between being a strong director and being considered for the chair often lies in whether that system-level leadership has been exercised in ways that the board can clearly see and name. Committee chair roles, leading a board evaluation process, shaping succession planning discussions or resetting the annual work programme are not administrative tasks. They are moments where governance authority becomes visible.

At the same time, if chair progression is a systemic issue on a board, then the solution cannot sit solely with individual women. Boards need to treat chair succession as a deliberate governance responsibility. That means having explicit conversations about timing, criteria and development, not waiting until a resignation forces a reactive appointment. It requires looking beyond tenure and familiarity to demonstrated system leadership.

For women who do want to move into chair roles, there are some deliberate steps that shift you from “capable” to “considered”:

• • Take on roles that demonstrate system leadership, particularly committee chair positions or governance projects that shape how the board operates 
  • Make your interest in future chairing explicit well before succession becomes urgent. This allows the board to assess you against that pathway, rather than assuming you are content where you are
  • Seek feedback specifically on chair readiness, not general performance. Ask what would need to be evident for you to be considered a credible successor
  • Observe how your current chair holds the system — what works, what drifts and what you would do differently. Chairing is as much about pattern recognition as it is about presence

The data shows both progress and unfinished work. Participation alone does not redistribute influence. Influence shifts when succession is intentional and governance leadership is recognised as capability, not inherited through precedent.

For women already shaping governance at the table, the move to chair is not about status. It is about choosing to accept responsibility for the quality of the governance system itself – how it thinks, how it challenges and how it renews.

That choice, increasingly, is one that boards need to see and plan for.