The Vice Chair (also referred to as the Deputy Chair or Deputy Chairperson in many Australian organisations) is the board member appointed to support the Chairman (Chair) and to step into the Chair's duties whenever the Chair is unavailable, absent, or otherwise unable to act.
While the role is sometimes viewed as largely ceremonial, in well-governed Australian companies and not-for-profits the Vice Chair is an active part of the board's leadership structure. The position provides continuity of governance, supports succession planning, and shares the leadership workload across the Board of Directors.
The Vice Chair typically works closely with the Chair, the Company Secretary (CoSec), and the Chief Executive Officer to ensure that board leadership remains consistent even when the Chair is travelling, on leave, or facing a conflict of interest on a particular matter.
The Purpose of the Vice Chair Role
Boards appoint a Vice Chair for several practical governance reasons rather than as a matter of formality.
Continuity of Leadership
If the Chair resigns unexpectedly, falls ill, or is otherwise unavailable, the board needs someone who already understands its strategic priorities, culture, and the standing matters on its agenda. A Vice Chair who has been actively involved in board leadership can step in immediately, reducing the disruption that would otherwise follow a leadership vacancy.
Managing Conflicts of Interest
Occasionally the Chair may have a personal or commercial interest in a matter being discussed — for example, a related-party transaction or a decision about their own remuneration. In these situations, good governance practice calls for the Chair to step aside, and the Vice Chair presides over that portion of the meeting instead. This is a common and important use of the role in Australian boardrooms.
Shared Governance Workload
On larger boards, or in organisations with extensive stakeholder engagement obligations, the Vice Chair may take on delegated responsibilities such as chairing specific committees, leading a governance review, or representing the board at external events when the Chair cannot attend.
Succession Planning
Appointing a Vice Chair is also a recognised succession-planning tool. Serving as Vice Chair gives a director direct exposure to the responsibilities of chairing before they are asked to take on the role permanently, and gives the rest of the board an opportunity to assess their readiness.
Key Responsibilities of the Vice Chair
The specific duties of a Vice Chair vary between organisations and are usually set out in the company's Constitution or the board charter. Common responsibilities include:
- Presiding over meetings in the Chair's absence: This includes running the Board Meeting according to the agenda, maintaining order, and ensuring the meeting reaches its decisions efficiently.
- Exercising the Chair's procedural powers when deputising: Where the Constitution permits it, this can include exercising a casting vote to break a deadlock, in the same manner the Chair would.
- Supporting the Chair between meetings: Acting as a sounding board for the Chair on strategic or sensitive matters, and providing an additional perspective on board dynamics.
- Leading specific projects or committees: Many Vice Chairs are asked to chair a particular Finance Committee or a nominations committee, in addition to their board duties.
- Deputising for external representation: Attending functions, meeting with major stakeholders, or representing the organisation publicly when the Chair is unavailable.
- Assisting with Chair succession: Working with the board and any nominations committee to ensure a smooth transition when the Chair's tenure ends.
It is important to note that when a Vice Chair is not actively deputising for the Chair, they typically function as an ordinary Board Director or Non-Executive Director, with the same statutory duties as any other director under the Corporations Act 2001 (Cth).
Legal Standing in Australia
The Corporations Act 2001 (Cth) does not specifically define or mandate the role of Vice Chair. As with the Chair, the position and its powers are generally established by the company's Constitution or, for not-for-profits, its rules or governing document.
This means:
- Appointment is usually made by the directors from among their own number, in the same way the Chair is appointed.
- Powers while deputising are only as extensive as the Constitution allows. Some constitutions grant the Vice Chair the full powers of the Chair when acting in that capacity; others limit the delegation to specific procedural matters.
- Duties remain those of a director at all times. A Vice Chair does not carry a lesser or greater statutory duty of care than other directors simply by virtue of holding the title — except during periods when they are genuinely exercising the Chair's functions, where the higher standard of care associated with chairing may apply.
Because the scope of the role can differ so significantly from one organisation to another, boards are encouraged to clearly document the Vice Chair's authority in the board charter, including precisely what they may and may not do when the Chair is unavailable.
Vice Chair vs Chair: Key Differences
| Aspect | Chair | Vice Chair |
|---|---|---|
| Primary role | Leads the board on an ongoing basis | Supports the Chair and deputises when required |
| Meeting responsibility | Presides over all board meetings | Presides only when the Chair is absent or conflicted |
| Casting vote | Usually holds it, if the Constitution allows | Only exercises it while deputising, if permitted |
| External representation | Primary spokesperson for the board | Secondary spokesperson, often for specific stakeholders |
| Statutory duties | Standard director duties, plus a higher duty of care in chairing contexts | Standard director duties, elevated only while deputising |
Essential Skills for a Vice Chair
Because a Vice Chair must be ready to step into the Chair's role at short notice, the position calls for many of the same attributes as the Chair itself:
- Sound judgement and governance knowledge, so decisions made while deputising are consistent with the board's usual approach.
- Strong relationships with fellow directors, built through active and visible participation in board discussions rather than a passive presence.
- Facilitation skills, to manage board debate confidently if called upon without notice.
- Discretion, particularly where the role involves stepping in during conflict-of-interest situations that require sensitivity.
How BoardCloud Supports the Vice Chair
Because a Vice Chair may be called upon to lead a meeting with little or no warning, having immediate access to accurate, up-to-date governance information is essential. BoardCloud's board management software is built to keep every board leader, including the Vice Chair, fully informed and ready to act.
Instant Access to Board Packs
BoardCloud ensures that Board Packs are distributed securely to every director simultaneously, so the Vice Chair always has the same information as the Chair and can step in without any information gap.
Clear Agenda Visibility
With BoardCloud's Agenda Builder, the Vice Chair can see exactly how a meeting has been structured, including timing and priority items, making it straightforward to pick up the Chair's role mid-agenda if required.
Accurate Records for Continuity
BoardCloud's AI-powered minutes and transcription tools ensure that any meeting or portion of a meeting led by the Vice Chair is recorded with the same accuracy and rigour as one led by the Chair, supporting consistent governance records over time.
Committee and Designation Tracking
For Vice Chairs who also chair a specific committee, BoardCloud's committee management features and board designation tools make it easy to track roles, responsibilities, and committee membership across the organisation.
Frequently Asked Questions (FAQ)
1. Is a Vice Chair required by law in Australia?
No. The Corporations Act 2001 (Cth) does not require companies to appoint a Vice Chair. It is a governance practice adopted voluntarily by many boards, particularly larger organisations and not-for-profits, to support continuity of leadership. Where the role exists, its powers are set out in the company's Constitution rather than in legislation.
2. Does the Vice Chair automatically become Chair if the Chair resigns?
Not automatically. In most organisations, a permanent vacancy in the Chair role still requires a formal election or appointment process by the board, as set out in the Constitution. The Vice Chair often acts in the role on an interim basis and is frequently a leading candidate for permanent appointment, but this is not guaranteed.
3. Can the Vice Chair vote on matters where the Chair has a conflict of interest?
Yes, and this is one of the more common practical uses of the role. Where the Chair has declared a conflict of interest and stepped aside from a discussion, the Vice Chair typically presides over that agenda item, including exercising any casting vote the Constitution allows, in place of the Chair.
4. What is the difference between a Vice Chair and a Deputy Chair?
In practice, there is no material difference. "Vice Chair" and "Deputy Chair" are used interchangeably across Australian companies and not-for-profits to describe the same role. The terminology used typically comes down to the wording adopted in the organisation's Constitution.