The Chairman-CEO Merged

Roles Dilemma

September, 2010
 Content

1.The Role of the Chairman

2.The Role of the Chief Executive Officer
3.Merging Both Roles
1.The Role of the Chairman
The Chairman and the Chief Executive collectively are responsible for the leadership of the
Company. The Chairman’s primary responsibility is for leading the Board and ensuring its
effectiveness whilst the Chief Executive is responsible for running the Company’s business.

The primary role of the Chairman of the Board is to ensure that the responsibilities of the
Board are well understood by both the Board and management, the boundaries between
the Board and management are clearly understood and respected, and the Board carries
out its responsibilities effectively in accordance with the Corporate Governance Guidelines
of 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 and clear
information to enable them to take sound decisions, ensuring that sufficient time is
allowed for complex or contentious issues, and encouraging active engagement by
all members of the Board;
The Role of the Chairman
o Taking the lead in providing a comprehensive, formal and tailored induction
programmed for new Directors, and in addressing the development needs of
individual Directors to ensure that they have the skills and knowledge to fulfill their
role on the Board and on Board Committees;
o Ensuring there is an appropriate delegation of authority from the Board to executive
management
o Ensure that the Board is properly organized, functions effectively, and meets its
obligations 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 the
effectiveness of the Board and its committees.
o As Chairman of the Nominations Committee, initiating change and planning
succession in Board appointments (other than in relation to the appointment of a
successor as Chairman) in accordance with procedures agreed from time to time by
the 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 as
a team
o Ensuring the performance of the Board, its Committees and individual Directors is
evaluated regularly and acting on the results of such evaluation
The Role of the Chairman
3. Maintaining sufficient and effective communication with stakeholders
o Maintaining sufficient contact with major shareholders to understand their issues
and concerns
o Ensuring effective communication with shareholders and in particular that the
Company maintains contact with its principal shareholders on matters relating to
strategy, governance and Directors’ remuneration. Ensuring that the views of
shareholders 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 the
members of the Board, shareholders, other stakeholders and the public.
o Work closely with the CEO to ensure management strategies, plans and
performance 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 official
functions and meetings with major shareholder groups and other stakeholder
groups.
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 the
remuneration of the Executive Directors and its approval of the detailed terms of
service of the Executive Directors and the Company Secretary;
o Together with the Chief Executive, advising the Board in its determination of the
fees 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 and
constructive 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
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 Company’s 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 Group’s
responsibilities 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 Group’s
business
o Reviewing the Group’s organizational structure and recommending changes where
appropriate
 The Role of the Chief Executive Officer
o 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 and
finance the products and services adequately; and
o Ensure the corporate brand and reputation of the organization are continuously
enhanced.
o Drive the development and implementation of strategic, tactical and action plans;
o Oversee operations of organization and ensure these are aligned with and comply
with 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 Board
accordingly; and
o Ensure the executive team works in a self confident, trusting environment; sharing
information; utilizing individual’s skills and removing obstacles to team performance.

2. Investment and financing

o The recommendation to the Board of all investments and capital expenditure which
are 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 Group’s risk profile
o Ensuring appropriate internal controls are in place
The Role of the Chief Executive Officer
3. Knowledge Sharing and Communication
o Providing a means for accurate and timely disclosure of information in accordance with
applicable 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 are
consistently 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 the
agendas and papers for Board meetings;
o Provide the Chairman with timely, accurate and relevant information for dissemination to
the Board to enable informed consideration of the organization's performance and
prospects;
 The Role of the Chief Executive Officer
o Perform any functions and exercise any powers delegated by the Board to the CEO;
o Refer transactions outside delegated authority to the Board for approval; and
o Advise the Board promptly of any adverse developments in relation to the Company
and/or its legal and operating environments.
o Making recommendations on remuneration policy
o Management development, and succession planning for the Executive team and the
appointment and termination of employment of members of that team

5. Leadership
o Leading the senior executive team in the day-to-day running of the business
o Provide comprehensive advice and information to the Board and support the
Board’s corporate governance activities;
o Implement decisions of the Board;
o promote and advocate organizational and stakeholder change related to company
mission;
o Engage and energize the workforce to achieve optimum, sustainable performance;
o Encourage innovation and compliance, and
o Imbue a culture that is aligned with the Board approved corporate strategy, mission,
values, objectives, policies and procedures; and fosters open communication and
develops individuals’ capabilities.
The Role of the Chief Executive Officer
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 of
the Board;
o Allocate resources within the organization; and
o Decide or guide courses of action in operations by staff.

7. Human Resource Management

o Ensure the effective management of the organization's people according the
authorized personnel policies and procedures that fully conform to current laws
and regulations;
o Encourage co-operation and collaboration;
o Attract and retain people with the skills, competencies, attributes, qualities and
characteristics to meet existing and future organizational requirements; and
o Sustain a work environment that encourages individuals to achieve personal and
professional growth.
The Role of the Chief Executive Officer
8. Financial, Tax, Risk and Facilities Management
o Recommend yearly recurring and capital expenditure budgets for Board approval;
o Manage the organization's resources efficiently and effectively and in accordance with
the strategic plan, annual budget, laws and regulations;
o Monitor financial and operational performance and ensure all reporting is in
accordance with Board and statutory requirements; and
o Implement a strategic, comprehensive and systematic risk management process
throughout the organization.
3.Merging Both Roles

• The Role of the Chairman • The Role of the CEO

1. Chairing the Board and 1. Business Management

general meetings and 2. Investment and financing
relevant Board committees
3. Knowledge Sharing and
2. Ensuring the effective Communication
contribution and Is it optimal to
performance of all members 4. Relationship with the Board,
merge both roles?
of the Board Chairman and Committees
3. Maintaining sufficient and 5. Leadership
effective communication 6. Decision Making
with stakeholders 7. Human Resource Management
4. Work closely with the CEO 8. Financial, Tax, Risk and
Facilities Management
5. Upholding standards of
integrity and probity
Possible Outcomes of the Merge

• 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 the
expense 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 stock
of the coorporation as well as loss of personnel that can right the course.