MIDLANDS

STATE UNIVERSITY

FACULTY OF BUSINESS SCIENCES

DEPARTMENT OF INFORMATION AND MARKETING SCIENCES
MM435: CORPORATE GOVERNANCE
GROUP2 ASSIGNMENT
DISCUSS THE ROLES OF THE CEO/MD, BOARD CHAIRMAN, AND COMPANY
SECRETARY

NAME REG NUMBER

HEZRON MUNYENGETERWA R214364P

RUTENDO NATASHA MUDAKUREVA R214718A

CHADRINE SIFISO MAPFUMO R215619M

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Discuss the Roles of the CEO/MD, Board Chairman, and Company Secretary

It is important to understand the distinct roles and responsibilities of the CEO/MD, Board

Chairman, and Company Secretary as it is essential for effective corporate governance and

smooth organizational functioning. Also, their responsibilities comprehend the dynamics of

corporate governance and effective management within a company. A chief executive

officer/managing director is the top official tasked with overseeing an organization's

management. The Board Chairman is in charge of an organization's board of directors and makes

sure the business satisfies the expectations of its stakeholders. Company Secretary is a key

position in an organization's corporate governance that is responsible for guaranteeing

compliance with legal and regulatory standards. Their roles will be explored below.

Roles of the CEO/MD

The roles of a CEO/Managing Director and a Board Chairman are distinct but interrelated in the

governance and management of a company. The roles will be discussed individually.

The CEO, also known as the Managing Director in some organizations, is the top executive

responsible for the overall management and strategic direction of the company. Their primary

role is to lead and coordinate the various functions of the organization to achieve its goals and

objectives. Some key responsibilities of a CEO include:

1. Setting the company's vision and strategy

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The CEO is responsible for formulating and communicating the company's long-term vision and

strategic direction. They work closely with the board of directors to align the company's

objectives with shareholder expectations.

2. Operational management

The CEO oversees daily operations, ensuring that business activities are executed efficiently and

effectively. They make critical decisions, allocate resources, and monitor key performance

indicators to drive organizational success.

3. Leadership and team management

The CEO provides leadership to the executive team and fosters a cohesive and high-performing

organizational culture. They hire and develop talented individuals, delegate responsibilities, and

motivate employees to achieve their best.

4. External representation

The CEO acts as the face of the company, representing its interests to stakeholders such as

investors, customers, suppliers, and the media. They engage in strategic partnerships, negotiate

deals, and maintain positive relationships with external parties.

5. Stakeholder management

The CEO represents the company's interests to a wide range of stakeholders, including investors,

employees, customers, suppliers, and regulatory bodies. They establish and maintain

relationships with these stakeholders, ensuring their needs are met and the company's reputation

is upheld.

6. Strategic planning and execution

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The CEO is responsible for formulating the company's strategic plans, which involve analyzing

market trends, identifying growth opportunities, and assessing risks. They work closely with the

executive team to translate the strategy into actionable plans and ensure their effective execution.

7. Financial management

The CEO oversees the financial health of the company, working closely with the CFO (Chief

Financial Officer) to manage budgets, financial reporting, and capital allocation. They make

strategic financial decisions to drive profitability and long-term sustainability.

8. Innovation and adaptation

In a rapidly changing business environment, the CEO plays a crucial role in driving innovation

and fostering a culture of adaptability within the organization. They encourage experimentation,

support research and development efforts, and ensure the company remains competitive in the

market.

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Roles of the Board Chairman

1. Conducting Board Meetings

The chairman sets the agenda, decides how often to have meetings, and makes sure everything

runs well. Their baton steers conversations, keeping everyone on task and following the rules.

2. Strategic Visionary

The chairman formulates the organization's long-term objectives, much like an experienced

composer. The goals, values, and mission all play a part in their symphony. They align with the

common vision of the board.

3. Relationship between the Board and the CEO

The chairman serves as a musical bridge between the governance (the board) and the

implementation (the CEO). Effective communication promotes alignment and harmony in

execution.

4. Facilitator for Board Communication

Every board member's voice is a distinct instrument. The chairman ensures that every tone

resonates. They bring out meaningful contributions while harmonizing various perspectives.

5. Company Ambassador.

Sometimes the chairman takes the stage to represent the firm. Their eloquence in interviews,

media encounters, and government liaisons defines the company's image.

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6. Overseeing Senior Management

The chairman's baton stretches to senior management. They guarantee that corporate activities

are consistent with the broader goal and values, resulting in a harmonic symphony of purpose1.

7. Appointing Subcommittees

Following decisions made by the board, the chairman establishes subcommittees (audit,

governance, and remuneration) to fine-tune the group's composition.

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Roles of the Company Secretary

1. Maintaining the company's statutory books and records

The Company Secretary plays a vital role in fostering transparency, accountability, and good

corporate governance inside the organization by keeping these statutory books and records up to

date and making sure the company complies with legal and regulatory requirements. These

include minutes of meetings, register of members, register of directors and officers.

2. Coordinating annual general meetings and board meetings

In this role, the company secretary identifies the agenda items, drafts the agenda, and obtains

necessary approvals from the board of directors or the CEO. Also, the company secretary sends

out the notices, contents, and timelines of the meetings and ensures there is maintenance of

confidentiality and data security since past reports of the previous year are involved.

3. Filing of information at Companies House

The Company Secretary should ensure that information like the annual accounts, details of share

issues, and alterations to the articles of association are filed in the correct form.

4. Ensures board's decisions are properly communicated

Organizes and summarizes board decisions to create clear and concise communication materials.

Also, to ensure accuracy and confidentiality.

5. Prepares interviews for job applicants and approves their appointments

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Firstly, the company secretary sends out notices of vacancies. After the communicated timelines

he or she will check the number of applicants the company will communicate the information to

the interviewers and then approve their appointments.

6. Authority to make contracts

Additionally, the company secretary has the authority to make contracts within his or her sphere

of competence. For example, the day-to-day administration of the company.

7. Continuous improvement

Evaluate the effectiveness of the communication process incorporate lessons learned and make

improvements.

8. Identify key stakeholders

The company secretary identifies internal and external stakeholders and understands their

information needs and expectations.

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References

1. Huse, M. (2007). Boards, governance and value creation: The human side of corporate

governance. Cambridge University Press.

2. Tricker, R. I. (2015). Corporate governance: Principles, policies, and practices. Oxford

University Press.

3. Finkelstein, S., & Mooney, A. C. (Eds.). (2003). Strategic leadership: Theory and

research on executives, top management teams, and boards. Oxford University Press.

4. Daily, C. M., Dalton, D. R., & Cannella Jr, A. A. (2003). Corporate governance:

Decades of dialogue and data. Academy of Management Review, 28(3), 371-382.

5. Zattoni, A., & Judge, W. Q. (Eds.). (2012). Corporate governance and initial public

offerings: An international perspective. Cambridge University Press.

6. ps://www.iod.com/resources/factsheets/company-structure/the-role-of-the-company-

secretary/ (Accessed: 05 March 2024).

7. CEO (chief executive officer) (2023) Corporate Finance Institute. Available at:

https://corporatefinanceinstitute.com/resources/career/what-is-a-ceo-chief-executive-

officer/ (Accessed: 05 March 2024).

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8. Dewar, C., Hirt, M. and Keller, S. (2019) The mindsets and practices of excellent CEOS,

McKinsey & Company. Available at:

https://www.mckinsey.com/business-functions/strategy-and-corporate-finance/our-

insights/the-mindsets-and-practices-of-excellent-ceos (Accessed: 05 March 2024).

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