Professional Documents
Culture Documents
Reading On Role of The Board
Reading On Role of The Board
Reading On Role of The Board
It stewards the company, sets its strategic aim and financial goals and
oversees their implementation, puts in place adequate internal
controls and periodically reports the activities and progress of the
company in the company in a transparent manner to the stakeholders.
The shareholders’ role in corporate governance is to appoint the
directors and the auditors and to hold the board accountable for the
proper governance of the company by requiring the board to provide
them periodically with the requisite information , in a transparent
fashion, of the activities and progress of the company.
Board of Directors
The Blue Riband Committee of the USA and other Committee reports
have laid considerable stress on the role of independent directors.
The law however does not make any distinction between the different
categories of directors and all directors are equally and collectively
responsible in law for the board’s actions and decisions. The
Committee is of the view that the non-executive directors, i.e. those
who are independent and those who are not, help bring an
independent judgment to bear on board’s deliberations especially on
issues of strategy, performance, management of conflicts and
standards of conduct. The Committee therefore lays emphasis on the
calibre of the non-executive directors, especially of the independent
directors.
8.1 The Committee believes that the role of Chairman is to ensure that
the board meetings are conducted in a manner which secures the
effective participation of all directors, executive and non-executive
alike, and encourages all to make an effective contribution, maintain a
balance of power in the board, make certain that all directors receive
adequate information, well in time and that the executive directors
look beyond their executive duties and accept full share of the
responsibilities of governance. The Committee is of the view that the
Chairman’s role should in principle be different from that of the chief
executive, though the same individual may perform both roles.