Luke Graves (Luke) is the long-serving Chief Executive Officer (CEO) of Hornbill plc, a UK listed company. He had a meeting with the newly-appointed Chairman of the company, Ross Plank (Ross), who is married to Luke's si
CS Professional · Multidisciplinary Case Studies · PYQS · June 2019
Luke Graves (Luke) is the long-serving Chief Executive Officer (CEO) of Hornbill plc, a UK listed company. He had a meeting with the newly-appointed Chairman of the company, Ross Plank (Ross), who is married to Luke's sister. A number of different items were on the agenda for discussion. Luke said that he had recently had a meeting with two institutional shareholders in the company, who together held 5% of the equity shares. He had also discussed the company's performance over the past few months with them and they had been pleased by the profit forecasts that he had given them. The company's results would be announced to the stock market within the next two weeks. Luke added that he had also discussed the company's main business strategies with these shareholders and had informed them that he intended to establish a strategy committee within the company, consisting of the executive directors and other senior executives. Luke and Ross later on discussed the retirement and re-election of Board of Directors at the next annual general marketing of the company. Luke said there was an issue with John, one of the directors, who would be retiring by rotation. John had been an independent non-executive director for almost nine years. He was very experienced and had contributed enormously while attending meetings of the Board. He was considered to be too valuable to lose from the Board, but there was now a problem with his independent status. Luke felt that he was still as independent now as he was when he first joined the Board. Luke also informed Ross that he had arranged for additional training for two Board directors: one of the non-executive directors and also the marketing director. What would be your recommendations and suggestions regarding the appropriate practices to be followed on the weaknesses identified by you?
Answer & Explanation:
Some of the recommendations and suggestions regarding the appropriate practices to be followed are- The Chairperson of the board is the individual charged with providing the board with effective leadership on all aspects of its role and setting its agenda. While the chairperson is required to retain an objective viewpoint of the affairs of the company, the CEO is often required to become intimately involved in developing and executing management plans for the company. CEO'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. This role clarity should be there among the Chairman Ross and CEO Luke in this case. The independence of the chairman is paramount to the successful implementation of good corporate governance practices at board level. Therefore, as a good governance, chairperson of the board should be independent and free of conflicts of interest at appointment. Collective decision making and discussions among the Board is also missing in the Company. It would have been appropriate for Luke to discuss his intentions to establish a strategy committee with the board colleagues before announcing them to a few shareholders. The board as a whole should be responsible for deciding strategy and for deciding whether any new board committee should be set up. The Nomination and Remuneration Committee should consider the selection and re-appointment of Directors and makes its recommendation to the Board. It should assess the current Board's skills, experience and expertise to identify the skills that would best increase Board effectiveness. The responsibility for selection and appointment of directors should be done by the Nomination and Remuneration Committee and the CEO Luke should not try to influence the Chairman of the board regarding appointment or selection of any particular director. The Chairman or the Nomination and Remuneration Committee should make policy for the induction and training of directors, particularly Non-Executive Directors, although the task of arranging induction and training may be delegated to the company secretary. The CEO may arrange technical training for another executive directors.
Topics: Corporate Governance
Related Questions in this Topic
- Narad serves as the long-standing Chief Executive Officer (CEO) of Fantasy Industries Ltd, a company listed on the Bomba...
- Mayukhar Cement Industries Limited ('MCIL/the Company'), a leading cement manufacturing company based in southern part o...
- Param, an IIT graduate was inclined towards teaching and he was well known for his subject knowledge and teaching techni...
- Atherno Ltd, was a start-up Company founded by four IIT graduates, for identifying solutions through technology for wate...
- Atherno Ltd, was a start-up Company founded by four IIT graduates, for identifying solutions through technology for wate...