Describe the key role of Chief Executive Officer (CEO) and the benefits of separation of roles of Chairman and the CEO.

CS Professional · Ethics, Governance and Sustainability · PYQS · December 2018
Describe the key role of Chief Executive Officer (CEO) and the benefits of separation of roles of Chairman and the CEO.

Answer & Explanation:

Chief Executive Officer 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. The Board appoints the CEO based on the criterion of his capability and competence to manage the company effectively. His 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. His key role is leading the long term strategy and its implementation, it further includes: Developing the implementation plan of the actions, planned to meet the competition and keeping in mind the long term existence of the company. Adequate control systems. Monitoring the operating and financial outcomes against the set plan. Remedial action. Keeping the Board informed. CEO should be able to, by the virtue of his ability, expertise, resources and authority keep the company prepared to avail the benefit of any change whether external or internal. Separation of role of Chairman and Chief Executive Officer The first proviso of section 203(1) of Companies Act, 2013 states that an individual shall not be appointed or reappointed as the chairperson of the company, in pursuance of the articles of the company, as well as the managing director or Chief Executive Officer of the company at the same time after the date of commencement of this Act unless, (a) the articles of such a company provide otherwise; or (b) the company does not carry multiple businesses. 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 it's an individual evaluating himself. When the roles are separate, a CEO is far more accountable. 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: Direct Communication: 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 function more effectively and 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.

Topics: Corporate Governance

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