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  • Writer's pictureShawn Hernandez

Understanding the Distinction: Vice-Chairperson and Deputy Chairperson Roles Outside the Board of Directors

In the corporate landscape, the roles and titles of executives can sometimes be confusing, especially when it comes to positions like vice-chairperson and deputy chairperson. Contrary to common assumptions, individuals holding these titles are often not members of the board of directors. In this article, we delve into the distinctions between these roles and explore why they exist outside the traditional board structure.

The Traditional Role of Board of Directors:

The board of directors is the governing body of a company, responsible for making crucial decisions and providing strategic direction. Traditionally, directors are appointed by shareholders to represent their interests, overseeing the management team and ensuring the company's long-term success. However, in some cases, companies introduce additional executive roles, such as vice-chairperson and deputy chairperson, to complement the functions of the board.

Vice-Chairperson: A Supporting Role

The title of vice-chairperson is often associated with providing support to the chairperson and, by extension, the board of directors. Unlike directors who hold voting rights and participate in decision-making processes, the vice-chairperson typically acts as a deputy to the chairperson. Their role involves assisting in leadership responsibilities, facilitating communication between the board and the management team, and often stepping in when the chairperson is unavailable.

It is essential to note that while the vice-chairperson plays a vital role in supporting the chairperson, they may not have the same level of authority or responsibility as members of the board. This distinction allows for a more streamlined leadership structure, ensuring efficient decision-making without overcrowding the boardroom with too many voices.

Deputy Chairperson: Focused Responsibilities

Similarly, the role of deputy chairperson is designed to assist and complement the chairperson's duties. However, the deputy chairperson might have more focused responsibilities, depending on the specific needs of the organization. They could be tasked with handling specific aspects of corporate governance, strategic planning, or stakeholder relations, providing valuable expertise in areas where their skills align with the company's goals.

The absence of deputy chairpersons and vice-chairpersons from the board allows for a clear division of responsibilities. Board members focus on governance and high-level decision-making, while the vice-chairperson and deputy chairperson concentrate on supporting and augmenting the leadership structure without directly participating in board-related matters.

Reasons for Keeping Vice-Chairpersons and Deputy Chairpersons Separate:

Maintaining an organized and efficient corporate hierarchy is crucial for effective decision-making and strategic planning. By keeping individuals with titles like vice-chairperson and deputy chairperson outside the board of directors, companies aim to strike a balance between leadership and streamlined decision-making processes.

  1. Clearer Lines of Responsibility: Designating specific roles to vice-chairpersons and deputy chairpersons helps delineate responsibilities, avoiding confusion within the leadership team. This clear division allows each executive to focus on their area of expertise without encroaching on the board's governance functions.

  2. Flexible Leadership Structure: An agile and flexible leadership structure is essential for adapting to the dynamic business environment. Vice-chairpersons and deputy chairpersons offer companies the ability to adjust leadership roles without the need for significant changes to the board composition.

  3. Expertise and Specialization: Vice-chairpersons and deputy chairpersons often bring specialized skills and expertise to their roles, addressing specific challenges or opportunities facing the company. Their focused responsibilities contribute to the overall success of the organization without diluting the core functions of the board.


In conclusion, the roles of vice-chairperson and deputy chairperson, while seemingly similar to board positions, are distinct and intentional in their separation from the board of directors. By maintaining this distinction, companies can benefit from a more organized and efficient leadership structure, ensuring that each executive plays a specific role in driving the company's success. Understanding the nuances of these roles is crucial for stakeholders, shareholders, and executives alike, as it fosters transparency and clarity in corporate governance.

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