CORPORATE GOVERNANCE PP 8 BOARD COMMITTEES, CHAIRMAN, CEO AND COMPANY SECRETARY.pptx

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CORPORATE GOVERNANCE ANDBUSINESS ETHICSGOVERNANCE ISSUES – CHAIRMAN, COMPANY SECRETARY, BOARD COMMITTEES,CEOByDr Stephen NhutaGraduate School of Business Leadership (MSU)
BOARD CHAIRMANChairman Basic functionsResponsible for the management, the development and the effective performance of theBoard of DirectorsProvides leadership to the Board for all aspects of the Board’s work.Acts in an advisory capacity to the CEO and to other officers in all matters concerning themanagement of the CorporationIn consultation with the CEO, he plays a role in the Corporation’s external relationships.Chairman ResponsibilitiesEvaluation of the Board’s effectiveness and implementation of improvementsdevelopment of the Board, including Director recruitment, evaluation and compensationChairs annual and special meetings of the shareholders
BOARD CHAIRMANIn conjunction with the CEO, the Chairman may meet with various groups i.e. major shareholdergroups, governments, the financial press, industryassociations etcParticipates in the development of the Corporation’s vision, strategic agenda and business planEnsures, in consultation with the Nominations/Remuneration Committee and the full Board, thatsuccession plans are in place at senior executive levelsProvides the key link between the Board and managementMonitoring and evaluating the performance of the CEOMay attend all Board committee meetings as a non voting participantRepresenting the shareholders and Board to management and management to the shareholders andBoard
COMPANY SECRETARYRole of Company SecretaryA Company Secretary is a senior position in a private sector company or public sectororganization, normally in the form of a managerial position or aboveresponsible for the efficient administration of a company ensuring compliance with statutoryand regulatory requirementsensures that decisions of the Board of Directors are implementedensures that an organization complies with relevant legislation and regulationnamed representative on legal documents and ensures that the company and its directorsoperate within the law responsibilityto register and communicate with shareholders ensuring that dividends are paidmaintains company records

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