the chairman ceo dilemma

8/8/2019 The Chairman CEO Dilemma

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The Chairman-CEO Merged

Roles Dilemma

September, 2010


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Content

1.The Role of the Chairman

2.The Role of the Chief Executive Officer3.Merging Both Roles


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1.The Role of the ChairmanThe Chairman and the Chief Executive collectively are responsible for the leadership of the

Company. The Chairmans primary responsibility is for leading the Board and ensuring itseffectiveness whilst the Chief Executive is responsible for running the Companys business.

The primary role of the Chairman of the Board is to ensure that the responsibilities of theBoard are well understood by both the Board and management, the boundaries betweenthe Board and management are clearly understood and respected, and the Board carriesout its responsibilities effectively in accordance with the Corporate Governance Guidelinesof the Board of Directors.

The responsibilities of the Chairman expressly include:

1. Chairing the Board and general meetings and relevant Board committees

o Chair meetings of the Board and shareholders.

o Establish the frequency of Board meetings and review such frequency from time to

time, as considered appropriate or as requested by the Board.o Setting the Board agenda, ensuring that Directors receive accurate, timely andclear information to enable them to take sound decisions, ensuring that sufficienttime is allowed for complex or contentious issues, and encouraging activeengagement by all members of the Board;


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The Role of the Chairman

o Taking the lead in providing a comprehensive, formal and tailored inductionprogrammed for new Directors, and in addressing the development needs ofindividual Directors to ensure that they have the skills and knowledge to fulfill theirrole on the Board and on Board Committees;

o Ensuring there is an appropriate delegation of authority from the Board to executivemanagement

o Ensure that the Board is properly organized, functions effectively, and meets itsobligations and responsibilities.

o Establish a system that provides for maintaining a liaison and communication with all

directors and committee chairs to co-ordinate input from directors, and optimize theeffectiveness of the Board and its committees.

o As Chairman of the Nominations Committee, initiating change and planningsuccession in Board appointments (other than in relation to the appointment of asuccessor as Chairman) in accordance with procedures agreed from time to time bythe Board;

2. Ensuring the effective contribution and performance of all members of the Board

o Facilitating the effective contribution of Non-Executive Directors

o Ensuring constructive relations between the Executive and Non-Executive Directors

o Identifying the development needs of the Board to enhance its overall effectiveness asa team

o Ensuring the performance of the Board, its Committees and individual Directors isevaluated regularly and acting on the results of such evaluation


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The Role of the Chairman3. Maintaining sufficient and effective communication with stakeholders

o Maintaining sufficient contact with major shareholders to understand their issuesand concerns

o Ensuring effective communication with shareholders and in particular that theCompany maintains contact with its principal shareholders on matters relating tostrategy, governance and Directors remuneration. Ensuring that the views ofshareholders are communicated to the Board as a whole;

o In conjunction with the Chief Executive, representing the Company to customers,suppliers, government, shareholders, financial institutions and the community.

4. Work closely with the CEO

o Work with the Chief Executive Officer ( CEO) to ensure effective relations with themembers of the Board, shareholders, other stakeholders and the public.

o Work closely with the CEO to ensure management strategies, plans andperformance are appropriately represented to the Board.

o Coordinate with the CEO the preparation and distribution of information packages

and related matters for Board meetings.o Lead the Board in monitoring and evaluating the performance of the CEO, and

reviewing the management succession and development plans by the CEO.

o At the request of the CEO, or where appropriate, represent the Board at officialfunctions and meetings with major shareholder groups and other stakeholdergroups.


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The Role of the Chairman

o Together with the Chief Executive, providing input to the Remuneration Committee

in relation to both its recommendations to the Board on the policy for theremuneration of the Executive Directors and its approval of the detailed terms ofservice of the Executive Directors and the Company Secretary;

o Together with the Chief Executive, advising the Board in its determination of thefees of the Non-Executive Directors (other than the Chairman);

5. Upholding standards of integrity and probity

o Setting the tone of Board discussions to promote effective decision making andconstructive debate

o Ensuring the Board is fully informed on all issues of relevance

o Ensuring effective implementation of Board decisions

o Building an effective Board

o Providing coherent leadership of the Group


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2.The Role of the Chief Executive Officer

The CEO is selected and appointed by the Board and reports to the Chairman. The

powers and authority of the CEO are delegated by the Board.

The CEO is responsible for the attainment of the Companys mission and business

growth, profitability and service level objectives through leadership that inspires our

people to efficiently and effectively execute strategic, tactical and action plans in

accordance with the values that guide our work.

The Chief Executive Officer is responsible, within the authority limits delegated to him by

the Board for:

1. Business management

o Developing Group objectives and strategy having regard to the Groupsresponsibilities to its shareholders, employees and other stakeholders

o Achievement of agreed objectives and execution of strategy

o Optimizing the use and adequacy of Group resources

o Reviewing the operational performance and strategic direction of the Groupsbusiness

o Reviewing the Groups organizational structure and recommending changes whereappropriate


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The Role of the Chief Executive Officero Approve and oversee the design, manufacture, promotion, delivery and quality of

programmes, products and services;

o Acquire sufficient resources and capabilities for the organization's operations andfinance the products and services adequately; and

o Ensure the corporate brand and reputation of the organization are continuouslyenhanced.

o Drive the development and implementation of strategic, tactical and action plans;

o Oversee operations of organization and ensure these are aligned with and complywith the Board approved corporate strategy, mission, values, objectives, policies and

procedures;o Monitor the external and operating environments for shifts or trends that may

provide opportunities or threats for the organization and advise the Boardaccordingly; and

o Ensure the executive team works in a self confident, trusting environment; sharinginformation; utilizing individuals skills and removing obstacles to team performance.

2. Investment and financing

o The recommendation to the Board of all investments and capital expenditure whichare material in a group context

o Identifying and executing acquisitions and disposals following Board approval

o Leading geographic diversification initiatives

o Identifying and exploring new business opportunities

o Managing the Groups risk profile

o Ensuring appropriate internal controls are in place


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3. Knowledge Sharing and Communication

o Providing a means for accurate and timely disclosure of information in accordance withapplicable legal requirements

o Ensuring effective communication with shareholders

o Keeping the Chairman and the Board informed on all important matters

o Act as the interface between the Board and staff;

o Ensure Board and staff have accurate, relevant, valid and timely information;

o Interface between the organization and the market place and community; and

o Ensure the organization and its mission, programmes, products and services areconsistently presented in a strong, positive image to all stakeholders.

4. Relationship with the Board, Chairman and Committees

o Establish a close, effective relationship with the Board and Chairman;o Interact with the Board to identify and capture new business opportunities;

o Consult with the Chairman regarding the preparation of an annual Board calendar, and theagendas and papers for Board meetings;

o Provide the Chairman with timely, accurate and relevant information for dissemination tothe Board to enable informed consideration of the organization's performance andprospects;

The Role of the Chief Executive Officer


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6. Decision Making

o Formulate policies and planning recommendations for consideration of the Board;

o Take and/or approve all actions and initiatives required to implement decisions ofthe Board;

o Allocate resources within the organization; and

o Decide or guide courses of action in operations by staff.

7. Human Resource Managemento Ensure the effective management of the organization's people according theauthorized personnel policies and procedures that fully conform to current lawsand regulations;

o Encourage co-operation and collaboration;

o Attract and retain people with the skills, competencies, attributes, qualities andcharacteristics to meet existing and future organizational requirements; and

o Sustain a work environment that encourages individuals to achieve personal and

professional growth.



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. Financial, Tax, Risk and Facilities Managemento Recommend yearly recurring and capital expenditure budgets for Board approval;

o Manage the organization's resources efficiently and effectively and in accordance withthe strategic plan, annual budget, laws and regulations;

o Monitor financial and operational performance and ensure all reporting is inaccordance with Board and statutory requirements; and

o Implement a strategic, comprehensive and systematic risk management process

throughout the organization.



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A loss in checks and balances may take place.

A decrease in vigilance in the operation of the coorporation can also take place.

Power may begin to center in one leader that can be used for personal gain at theexpense of the other stakeholders of the coorporation.

Environment of greed may be created.

Corruption can also take place eventually creating mistrust in the viability of the stockof the coorporation as well as loss of personnel that can right the course.

Possible Outcomes of the Merge

the chairman ceo dilemma

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