Mr. X is the Chairman and CEO of Lee Logistic Company. The company is interested to introduce good practices to enhance Board effectiveness, for which they appointed you as their Company secretary. They seek your advice

The Chairman's role includes demonstrating ethical leadership; setting a board agenda which is primarily focused on strategy, performance, value creation and accountability, and ensuring that issues relevant to these areas are reserved for board decision; ensuring a timely flow of high-quality supporting information; regularly considering succession planning and the composition of the board. Ensuring effective communication with shareholders. As per Section 2(18) of the Companies Act, 2013 "Chief Executive Officer" means an officer of a company, who has been designated as such by it. Chief Executive Officer's main responsibilities include: developing and implementing high-level strategies; making major corporate decisions; managing the overall operations and resources of a company, and acting as the main point of communication between the board of directors and the corporate operations. He is involved with every aspect of the company's performance. The CEO is supported and advised by a skilled board and CEO is ultimately accountable to the board for his actions. The most important skill of a CEO is to think strategically. Separation of Role: It is perceived that separating the roles of chairman and chief executive officer (CEO) increases the effectiveness of a company's board. It is the board's and chairman's job to monitor and evaluate a company's performance. A CEO, on the other hand, represents the management team. If the two roles are performed by the same person, then there is less accountability. A clear demarcation of the roles and responsibilities of the Chairman of the Board and that of the Managing Director/CEO promotes balance of power. The benefits of separation of roles of Chairman and CEO can be: Better Communication to Management: A separate chairman provides a more effective channel for the board to express its views on management Guidance: A separate chairman can provide the CEO with guidance and feedback on his/her performance Shareholders' interest: The chairman can focus on shareholder interests, while the CEO manages the company Governance: A separate chairman allows the board to more effectively fulfill its regulatory requirements Long-Term Outlook: Separating the position allows the chairman to focus on the long-term strategy while the CEO focuses on short-term profitability Succession Planning: A separate chairman can more effectively concentrate on corporate succession plans.