Boards of Directors and Senior Management (2022)

The“Better Place”Strategic Retreat

Boards of Directors and Senior Management (1)

Are you leaving yourOrganizationabetter placethan you found it?

No one is a board member, a chairman, a CEO,or asenior executiveforever. Either the organization will outlive you,you will outlivethe organization, or one of you will move on. That being said, while you are actively engaged and committed to your organization’s success, what impact are you making on it?

If you’ve ever taken any of our training classes or attended any of our seminars, one of our top themes has always been to “leave yourorganization a better place.” Whilethis simple phrase is easy to understand on a surface level, it literally contains layersof benefits that may not be so apparent. We are often asked to expand on the topic – which we gladly do during our tailoredretreats–in the meanwhile, here are a few wordsthat just might pique your interest.

It all starts with the Board of Directors

(Video) Board of Directors | Definition | Meaning | Structure | Functions | Responsibilities | Roles

Whether weBoards of Directors and Senior Management (2) are speaking about a7 member boardat a publicly tradedcompany, a 5 member board at a privately heldorganization, or a 20+ person board at a Not for Profit (NFP), navigating board dynamics can be challenging to say the least. At best, boards operate seemingly on auto-pilot, and everyone does their fair share and so much more. Other times, managing aboard has been likened to herding cats, or worse yet, presiding over an orchestra where no one seems to be playing the right music – ifthey are even playing at all.Some say it is the nature of the beast.Board membersmay have beenchosen or elected for subject matter expertise and leadership skills. They may have beeninvited in because they were friends of friends or had other close connections.OnNFP boards, they werelikelyadded largely due to their ability to donate money. There are a myriad of reasons people have found their way to the table. Whatever the case.ifyou make the time and effort to engage your board members and rally them around theBetter Placeconcept described below, youmay find that you can reap exponential rewards. For once the people in charge are all on the same page and committed, you are on your way to making some significant and meaningful improvements to your future – to makingyour organization aBetter Placethanyou found it!

There are often diamonds in your own backyard waiting to be discovered.

Things change,circumstances change, economicpressures change, receivables change, administrations change, donors change, organizationschange, people retire or move on. So it is imperativethatboard membersmaximize the time theyactually spendworking together.Yetfew boards work in a truly coordinated effort. It seems thatreactionoften rules overaction. Few boards truly understand just how amazing they could be if only they spent the time and effort necessary to learn more about themselves and their own capabilities. And how amazing would it be for the board to actually spend timethinking of ways to “put it all together.” It rarely happens. But it can.

All great accomplishments start with a small step in the right direction

Boards of Directors and Senior Management (3)Think back to any of the achievements that make you most proud today, and you will realize that each and every one of them, started with a small kernel of an idea – a small step in the direction of your goal. Likewise, when you finally decide that yourboard can (or should) be so much more, your first step is done. Realization is key. Congratulations! Now what?

Based on decades of experience, we have found that the best place to begin is with a facilitated dialogue among the board members. Becauseonce discussions amongmembers begin, smart people not only start to get those “aha” moments, not only do they rise to the occasion, but they often will surprise everybody (and even themselves) as they move to that “next” level.

First, let us point outthat the consequences of notexpending the effortat being the best board you can beare grim.

The Liabilities are Real

(Video) The Corporate Board of Directors

The reality is that while legalandfinancialliabilities forboard membersexist, fewboard members truly understand the extent of those risks.How many ask the questions that need to be asked? Quite a few of the unnecessary headaches could be avoided if boards took some time to look into and understand today’s best practices and protections. Again, it all starts with a conversation.

Red Flags that your Board isheaded fortrouble

Too many boards have one or more of the following internalchallenges at play:

  • formal “onboarding” for newboard members doesn’t happen
  • meeting agendas are set by managementand thus don’t serve the board’s needs
  • the board itself is under the controlof a strong clique
  • many membersjust want to “show up” and do their time
  • some members rarely show up
  • board membersdon’tcritique their accounting firm’s performance regularly
  • head-strong managementsteam rolls over the board
  • no one has reviewedand updated the D&O coverage, especially A, B, and now C sides
  • key members ofmanagement arenot invited tomeetingsfor Q&A sessions
  • membersdon’t feel free to contribute opinions
  • bylaws are not followed
  • no one has read the bylaws
  • the concept of “independence” is not understood
  • there is no annual legal risks review and presentation to the board
  • members are unclear of their fiduciary duties
  • “governance” is not defined
  • hard probing questions are not asked
  • latest best practices aren’t routinely investigated and presented for consideration
  • compensation studies aren’t kept up to date
  • management isn’t held accountable for results
  • continuing board-related education isn’t encouraged

You can’t treat it till you identify “it.” But you have to identify “it”…

If yourecognize any of the red flags above at your organization, don’t panic. You are not alone. We have found many such issues at the organizations we have helped. Oh, and let us share something very interesting about board dynamics. For whatever the reason, we discovered that sometimes the hardest part wasgetting everyone toagree that there actuallywereissues to overcome and correct – call it“our child is perfect” myopia.So, the good news is that once challenges are properly identified,solutionsare oftenrather straight forward and forthcoming.

Paradigm shift

Boards of Directors and Senior Management (4)It takes a lot for board members to move out of their comfort zones. Some will embrace the move, others will resist, most will simply try to watch. Yet once ourBetter Placeprocess is implemented, everyone who participated will have been exposed tonew potential and opportunities. They will also have been shown new ways of thinking about their roles, their commitments, and their responsibilities.Since allboard members participating will also be given the opportunity to share a short but detailed overview of their own personal goals and business objectives, a new fresh sense of community and a better understood the board’s internal network will often arise. Similarly, with power andauthoritycomes great responsibility, and board members will have starteddiscussions about best practices. Conversations will be structured in such a way as not tothreatenmembers but to open their eyes to new levels of possibilities.

Nose in, Hands off

(Video) IT Audit Part 2 - Board of Directors and Senior Management

Just so we are all on the same page,in our opinionthe overriding concept in board dynamics is that boards should beengagedstrategicallybut notoperationally. Another way to say this is “Boards should have theirnoses inthe business of the organization, but should keep theirhands offthe day to day operations. Management is there to run the business and needs to be empowered to do the same. The board is there to provide strategic planning assistance, oversight, andgovernance. Blurring these roles can often lead to trouble.

How doesBetter Placework?

Boards of Directors and Senior Management (5)The reason our clientssay that they valueour approach revolves around the fact thatwe don’t tell you what to do. Instead, we facilitatemeetings in a controlled environment that cultivate growth and development through meaningful conversations and exchanges. Our expertise is in bringing out the best in your number one asset – you and your board members while leading everyone to see new possibilities and horizons – and then assisting you tomake your own decisions toinvestigate and embrace best practices.

“Leaving theorganization a better place” is an all-encompassing mantra. It is a mindset. It is a program for development. It is a way to gage what you do and what you spend your time on in relation to the good ofyourorganization, now and in the future. Itmay be a subtle goal at first. It may be over-simplified or under-simplified. And it may be simply misunderstood and misinterpreted.But over time, as its essencebecomes ingrained in everybody and everything, it can have some very powerful consequences.

All of a sudden, everyone at theorganization has a piece in the success and growth of your organization. Everyone understandstheirroles attheirlevels. The classstructureremains while thebarriers – them and us –are removed and replaced with an all-encompassing goal.

While space constraints won’t permit us to expand upon the many steps and practices involved, correct implementationof the “leaving yourorganization a better place than you found it” program is designed tolead to:

  • a strategic mindset
  • more peoplejoining in ongrowth and development
  • less confusion about what needsto be done
  • abundant transparency
  • frank and open discussions designed to movethe organization’s goals forward
  • creation of board “ambassadors” and messaging
  • a clearer understanding of current board skill sets and what areas mayneed bolstering
  • ahigher level of collaboration
  • a new interest in governance and best practices
  • a better understanding of risks and rewards
  • an increase in opportunity sightings

The wonderful aspect of the program is that itworks equally as well forsmallergroups as it does for larger departments and organizations.

In a simple way, asking yourself “am I leaving theorganization a better place than I found it?” has a profound effect on your thought process. You may find yourself starting to see the ramifications of every thing you do. Or don’t do. That’s when it gets really interesting. Actually paying attention towhat potentially happens to yourorganization when you don’t meet a deadline ordeliver on a promise is not only instructive, it can be very motivating. It may give you that extra push you need to go that extra mile.

(Video) Board of Directors

Boards of Directors and Senior Management (6)

WARNING:This is NOT a “fix everything in a day” program. There are plenty of consultants running aroundhawking those kinds ofwild claims. And if you (yes –you)don’t intend to actively participate, walk the walk, talk the talk,et cetera, then this program is probably NOT for you. It is notsuitable for groups or firms where theChairman or CEO hires us to implement the program but then won’t support it, or will only support it in words but not deeds. Save your money. This is an ALL-IN program withplenty of follow-up and commitment.Period. We knowthis may come off assomewhat harsh, but believe us when we say that without support and follow-upat all levels, especially the very top, any program is doomed.These days, nobodyhas time to waste. However, since you’ve read this far, you aremost likelyexactlythe kind of professional who will best understand what I am saying. You’ll even value the fact that we try hard to separate the “casual wishers” from those that are ready and committed to making profound and lasting changes to their organization. And you will excel at living the message.

The secret is FOLLOW-UP

The secret to success with any program is very simple, butit’s oftenthe hardest part toaccomplish – pure and simple it is “follow-up.” And lots of it.

Think back at all of the great concepts and ideas that you have come across in your career. How many did youfollow-up on? How many times did you attend seminars and retreats, got all excited and motivated, and as you settled back into your daily routines, your drive and your resolve to “change the world” started to fade until it was less than a whisper? Frankly, it happens to most of us,most of thetime.

By the way, that’s why so many consultants run around selling an endless line oftraining – few, if any attendees, actually follow through.Just look at all the binders and handouts you’ve collected over the years.Most people rarely ever refer back. So, baked right into our program is mandatory professionally facilitatedfollow-up over the course of one year – extendable for additional time-frames, as necessary.

Let’s agree that nothing will really change until you decide you want it to. Let’s further agree that it takes about a month or so to change any habit. Finally, regular reinforcement is invaluable. Using these metrics, our program hasincorporated afollow-up program that is designed to frontload the creation ofnew “habits”through facilitated conversation and then to spread out those new “understandings” across an entireyear. Now that’s empowering.

If you are interestedin more details, we encourage you to contact Walter Timoshenko at[emailprotected]

(Video) Startup Boards: Board Functions and Responsibilities

In the meanwhile, ask yourself, “What did I dotodayto leavemyorganization aBetter Place?” The answer will be very telling.

FAQs

Is senior management The board of directors? ›

As part of its responsibilities, senior management advises the board of directors about the regulated entity's activities and corresponding risks to ensure that directors are fully informed. Senior management is also responsible for implementing corrective actions specified by the board of directors.

What are the major criticisms of boards of directors? ›

What Are the Major Criticisms of Boards of Directors?
  • Lack Of Diversity. Boards of directors have long been criticized for having low numbers of female directors, especially when their constituencies have large numbers of women. ...
  • Exorbitant Executive Compensation. ...
  • Lack Of Expertise. ...
  • Poor Nonprofit Strategic Performance.

What is the most important responsibility of the board of directors? ›

The board of directors' most important function is to approve or send back for amendment management's recommendations about the future direction of the corporation. This function usually receives minimal attention.

What level of management does the board of directors represent? ›

Essentially, it is the role of the board of directors to hire the CEO or general manager of the business and assess the overall direction and strategy of the business. The CEO or general manager is responsible for hiring all of the other employees and overseeing the day-to-day operation of the business.

What is the relationship between board of directors and management? ›

In brief: As the corporation's ultimate decision-making body, the board of directors plays two critical roles: overseeing management on behalf of shareholders and other constituencies; and advising management, albeit with limited involvement in everyday company operations.

What is the difference between the board of directors and the management? ›

While the board of directors creates company policies, managers are responsible for enforcing company policy and holding employees accountable for their actions.

How do you assess the effectiveness of a board? ›

A review of the board's agendas is a good way to measure board effectiveness. If the same items are appearing on the agenda with no resolution, it may be an indication that the board lacks the necessary expertise to deal with the issue. Boards should explore the frequency of information exchanges with managers.

What causes a board of directors to fail? ›

Boards fail to recruit members who are independent thinkers and have relevant expertise. Directors don't spend enough quality time discussing strategy and are also too influenced by investors who care only about the short term.

What is the primary conflict of interest between directors and management? ›

Major conflicts of interest could include, but are not restricted to, salaries and perks, misappropriation of company assets, self-dealing, appropriating corporate opportunities, insider trading, and neglecting board work.

What are the 3 primary responsibilities of board members? ›

Just as for any corporation, the board of directors of a nonprofit has three primary legal duties known as the “duty of care,” “duty of loyalty,” and “duty of obedience.”

Who is higher CEO or board of directors? ›

A company's chief executive officer is the top dog, the ultimate authority in making management decisions. Even so, the CEO answers to the board of directors representing the stockholders and owners. The board sets long-term goals and oversees the company. It has the power to fire the CEO and approve a replacement.

What is the role of board of directors in strategic management? ›

The board's role in strategic planning entails identifying priorities, establishing goals and objectives, finding resources, and allocating funds to support the decisions that need to be made around strategic planning. The board is also responsible for monitoring the execution of the strategic plan.

Are board of directors top management? ›

Key Takeaways

On the second tier is the upper management: these individuals are hired by the board of directors. Let's begin by taking a closer look at the board of directors and what its members do.

What's another word for board of directors? ›

board of directors; committee; direction; management; board; supervision; board of managers; wire; cable; supervisory board; directorate; management team; central board; general management; central committee; executive.

What is purpose of board of directors? ›

Chosen by shareholders, the primary job of a public company's board of directors is to look out for the shareholders' interests. In fact, directors are legally required to put shareholders' interests ahead of their own. The board plays a supervisory role, overseeing corporate activities and assessing performance.

Do board of directors manage the company? ›

A board of directors (B of D) is the governing body of a company, elected by shareholders in the case of public companies to set strategy and oversee management. The board typically meets at regular intervals. Every public company must have a board of directors.

What is the importance of the relationship between the board of directors and executive management? ›

Executive directors have a reciprocal responsibility to support the board chair in delivering the mission. In addition, executive directors play an important role in keeping the board chair informed on issues such as risk management and updates on operations.

What is the relationship between board of directors and CEO? ›

As CEO, you are in charge of developing and executing strategy, while the board is responsible for approving and advising you on it. Day-to-day operations are the responsibility of the CEO, with the board providing a broader perspective.

What is the difference between director and senior manager? ›

A senior manager is a professional with extensive management experience, while a director is a member of a publicly-held company's board of directors. A senior manager can have many responsibilities at a company, but their main focus is to supervise and guide department managers and team leaders.

What's the difference between director and Managing Director? ›

The managing director works along with the board of directors and oversees the performance of the business, thus reporting back to the chairman. Executive Directors - A group of executive directors who each play a significant role within the company.

What four factors improve the effectiveness of a board of directors? ›

Our framework investigates the relationship between the board's effectiveness and the four elements critical to a board's effectiveness: independence from top management, competency in performing board duties, activeness /diligence in performing duties, and having the appropriate behavioral disposition as directors.

What are the key features of effective boards of directors? ›

An effective board of directors provides adequate oversight and keeps the organization moving in the right direction with proper leadership. Organizations can assess a board member's effectiveness by evaluating six key characteristics: skills, qualifications, tenure, independence, diversity, and technology.

What is the common failure of corporate governance? ›

Dereliction of the procedures stipulated in internal regulations. Insufficient attention paid to risk management. Inconsistent distribution of duties and responsibilities. The inefficiency of internal audit.

What are the major corporate governance failures? ›

Inadequately qualified members, for example,audit committee members not having appropriate accounting and financial qualifications or experience to analyse key business transactions, family members holding board positions without appropriate knowledge or qualifications. Ignorance by regulators, analysts etc.

In what way corporate governance fails? ›

Lack of internal controls and or management of internal controls. By not keeping up with regulatory compliance requirements. Inadequate performance management framework. Inadequate or poorly implemented corporate social responsibility policy.

What are the 4 types of conflict of interest? ›

Conflict of Interest
  • Contractual or legal obligations (to business partners, vendors, employees, employer, etc.)
  • Loyalty to family and friends.
  • Fiduciary duties.
  • Professional duties.
  • Business interests.

What board of directors should not do? ›

Micromanaging staff rather than leading by planning, strategizing and overseeing staff. Avoiding hard questions and giving in to groupthink. Not knowing and understanding federal, state and local laws. Non-profit organization directors not knowing the laws for the type of non-profit organization they run.

How do you resolve conflict between managers and shareholders? ›

Conflicts between shareholders and management may be resolved as follows:
  1. Pegging/attaching managerial compensation to performance. ...
  2. Threat of firing. ...
  3. The Threat of Hostile Takeover. ...
  4. Direct Intervention by the Shareholders.

What are the 5 responsibilities of a board member? ›

While your organization has a significant amount of latitude to define board governance in a way that best suits the nonprofit's needs, at Propel Nonprofits, we believe board members have five primary responsibilities: providing strategic leadership, managing for financial stability, serving as an ambassador for the ...

What is the best structure for a nonprofit organization? ›

The corporation is the most common and usually best form for a nonprofit organization. Some of the benefits follow. Separate entity. Because a nonprofit corporation is its own entity, it can enter into contracts as its own entity, which protects the nonprofit members from liability.

How many board members should a church have? ›

Most churches have anywhere between 5 and 10 board members with various experiences. When choosing board members, it is crucial to find members who have a solid commitment to the church, useful life and work experience, and an ability to financially support the institute.

Who is more powerful BOD or CEO? ›

The board of directors has more power than the CEO because the board can fire the CEO. However, there is one more group that has more power than the CEO or the board of directors.

Can a CEO overrule the board? ›

A CEO can overrule the decisions of other high-level executives. The board (headed by the chairman) can overrule the CEO's decisions.

Is the board more powerful than the CEO? ›

Since the board chairperson is superior to the CEO, the CEO has to get the board chairperson to approve any major moves. While the board chairperson has the ultimate power over the CEO, the two typically discuss all issues and effectively co-lead the organization.

What are the three Organisational levels? ›

Strategic decision making within any organization takes place on three levels. The difference between the three levels of strategy in an organization is the level at which they operate in a business. The three levels are corporate level strategy, business level strategy, and functional strategy.

What is the role of the board in establishing organizational priorities? ›

The board's role is to approve and oversee strategy, in partnership with management. Management's role is to develop the strategic plan, reflecting on guidance and expectations set by the board, and execute on strategy and tactics.

What is the purpose of a board of directors apex? ›

The Board of Directors helps to establish Chamber policies, transact Chamber business, represent the Apex Chamber at town and civic functions, work on standing committees, and promote the economic development and well being of the Apex community.

What is the highest position in a company? ›

In general, the chief executive officer (CEO) is considered the highest-ranking officer in a company, while the president is second in charge; however, in corporate governance and structure, several permutations can take shape, so the roles of both CEO and president may be different depending on the company.

Where is the board of directors in the overall hierarchy of the organization? ›

Board of Directors Definition. Board of Directors (BOD) refers to a corporate body comprising a group of elected people who represent the interest of a company's stockholders. The board forms the top layer of the hierarchy and focuses on ensuring that the company efficiently achieves its goals.

How does the board of directors add value to a company? ›

As a general principle, a board of directors of a for profit company in the United States is charged with “maximizing the value of the corporation for the benefit of its shareholders.”[1] Boards do this by making decisions and providing oversight in compliance with the directors' duty of care and duty of loyalty.

What's another word for director? ›

OTHER WORDS FOR director

1, 2, 5 supervisor, head, manager, leader, administrator, chief, boss.

What is another name for board of Governors? ›

Other names include board of directors and advisors, board of governors, board of managers, board of regents, board of trustees, and board of visitors. It may also be called the executive board.

What do you call a member of the board? ›

Members of the board usually include senior-most executives (called “inside directors” or “executive directors”) as well as experts or respected persons chosen from the wider community (called “outside directors” or “non-executive directors”)

What is considered senior management? ›

Senior management, executive management, upper management, or a management is generally individuals at the highest level of management of an organization who have the day-to-day tasks of managing that organization—sometimes a company or a corporation.

What is meant by senior management? ›

senior management. noun [ U ] WORKPLACE, MANAGEMENT. managers at the highest level of a company or organization, considered as a group: The company's senior management is considering a listing on one of several other stock exchanges.

What is the role of senior management? ›

Senior managers often set precise goals and objectives based on a strategic planning process. They create the overall direction of their team, implementing this strategy through strong communication that includes a plan of action, clear expectations and accountability.

What is the difference between a senior manager and a director? ›

A senior manager is a professional with extensive management experience, while a director is a member of a publicly-held company's board of directors. A senior manager can have many responsibilities at a company, but their main focus is to supervise and guide department managers and team leaders.

What are the 4 levels of management? ›

The four most common types of managers are top-level managers, middle managers, first-line managers, and team leaders. These roles vary not only in their day-to-day responsibilities, but also in their broader function in the organization and the types of employees they manage.

Who is included in a senior management team? ›

A guide to senior management structures
  • Chairman. ...
  • CEO (Chief Executive Officer) ...
  • COO (Chief Operations Officer) ...
  • CFO (Chief Financial Officer) ...
  • CMO (Chief Marketing Officer) ...
  • CTO (Chief Technology Officer) ...
  • Non-Executive Director.

How much more should a director make than a manager? ›

Generally speaking, PayScale reports that managers earn salaries in the range of $40,000 to $112,000. By contrast, the median salary of those holding director-level positions was around $77,000 as of November 2021, according to PayScale. Directors' salaries ranged from $40,000 to $176,000.

What is the difference between top management and senior management? ›

Senior Management includes strategic level management positions such as CEO, CTO, COO, CFO, etc. While Executive Management includes middle-level management positions such as head of departments or operations.

What is the highest level of management? ›

Administrative, Managerial, or Top Level of Management

This level of management consists of an organization's board of directors and the chief executive or managing director. It is the ultimate source of power and authority, since it oversees the goals, policies, and procedures of a company.

Is senior manager higher than executive manager? ›

In short, an executive has to oversee the administration function of the organization. An executive has a higher standing in an organization than a manager.

How do you deal with senior management? ›

9 Rules for Working With Senior Management
  1. Empower the team to help control their own destiny. ...
  2. Communicate with clarity. ...
  3. Understand your boss' style. ...
  4. Remember, it's not about you. ...
  5. Calm = reliable, credible. ...
  6. Be there first to deliver the bad news. ...
  7. Set the ground rules for making decisions. ...
  8. Observe and learn.
26 Jan 2016

What are the roles and responsibilities of senior management in schools? ›

The senior management team concentrate their activity on guiding, supervising, and improving teaching and learning, ensuring that the school obtains good results at inspections. A senior management team will differ in number and structure acting on size and nature of the school.

Is senior director higher than managing director? ›

The managing director is the highest management position in a company, and the director works beneath the managing director. At a large company, there are typically many directors who work under the managing director.

What is the next level after senior manager? ›

Depending on your hierarchy , you can appoint either at the same level i.e. Sr Manager or at the next level as Assistant General Manager. AGM, certainly is a higher designation than Sr.

What's the difference between director and managing director? ›

The managing director works along with the board of directors and oversees the performance of the business, thus reporting back to the chairman. Executive Directors - A group of executive directors who each play a significant role within the company.

THE BOARD OF DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES

Set out below are brief biographies of the directors of the Company, along with disclosures about the companies and. partnerships of which each director has been member of the administrative, management and supervisory bodies in the. previous five years, not including directorships and senior management positions in the Company or its subsidiary.. Current other directorships and management positions ... Directorships: Petrica Holding (Chairman); Petrica AS. (Chairman); Hemaca AS (Chairman); AGR Energy AS. (Chairman); Hardangervidda Senteret AS (Director); AGR. Cannseal AS (Director); EX-Tech Industrial Group AS. (Chairman); Upstream AS (Director); Tco AS (Director).. Directorships: AGR Marine Engineering AS (Chairman); AGR. EDS and T&T Holdings AS (Chairman); AGR Subsea AS. (Chairman); BRI Cleanup AS (Chairman); BRI Well Services. (Chairman); AGR Business Partner (Chairman); AGR Central. Asia AS (Chairman); AGR Petroleum Services AS (Chairman);. AGR Consultancy Services AS (Chairman); Teredo AS. (Chairman); AGR Petroleum Services Holdings AS. (Chairman); AGR Drilling Services Holdings AS (Chairman);. SPT Group AS (Director); Oceaneering FO Holdings AS. (Chairman); Oceaneering Asset Integrity AS (Chairman);. Oceaneering Pipetech AS (Chairman); Hemla II AS. (Chairman); AGR DPAL AS (Chairman); Skøyen Invest AS. (Chairman).. (Director); Aker Solutions ASA (Director); Aker Kværner. Holdings AS (Director); Ocean Yield ASA (Director);. Stiftelsen Aker Stadion II (Chairman); Stiftelsen Aker. Stadion I (Chairman); TRG Holding (Chairman); The. Resource Group TRG AS (Chairman); Stiftelsen Molde. Fotball (Chairman); Kværner Concrete Solutions (Deputy. chair); Våningshuset AS (Director); Converto Capital Fund. AS (Director); Oppdal Hotellinvest (Director);. Oppdalstoppen Invest AS (Director); Trygg Pharma Group AS. (Director); Oppdalstoppen 880 AS (Director).. Directorships: ARKeX Ltd (Director); Polarcus Ltd. (Director); Sevan Drilling ASA (Director); Petroleum. Exploration Society of Great Britain (Director); Eastern. Echo (Director); ARK Geophysical Ltd (Director); The. International Association of Geophysical Contractors. (Director).. Current other directorships and management positions ... Directorships: Mindup AS (Chairman); Minox Technology AS. (Chairman); S3 ID AS (Chairman); Hagrola Consulting AS. (Chairman); BP Fuels and Lubricants AS (Chairman); Flux. Group AS (Chairman); Asco Norge (Chairman); Agility Group. AS (Chairman); Ulstein Group AS (Director); Ulstein. Shipping AS (Director); Falck Nutec (Director); Montagu. Executive Search (Director); Stavanger Symfoniorkester. Stiftelse (Director).. Directorships: Exprosoft (Director); Asco Arctic Base. (Chairman); Asco Freight Management Norge AS. (Chairman); Flux Holding AS (Chairman); MRC Global. Norway AS (Chairman); International School of Stavanger. (Director); Screencancer AS (Director); Plasmacute AS. (Director); Novel Diagnostics (Chairman); I-Sea AS. (Director); Tristein AS (Chairman); Align Invest AS. (Director); Agility Group AS (Director); Stream Invest AS. (Director); Industri Energi Holding AS (Chairman); Torp LNG. AS (Director); Bilfinger Industrier Norge AS (Chairman);. MRC Global Norway AS (Director); Risavika Havne-service. AS (Chairman); Asco Sørbase AS (Chairman); Sandnessjøen. Havneservice AS (Chairman); BP Norge AS (Chairman); Asco. Norge AS (Director); Screencancer AS (Chairman); Dovre. Group AS (Director); Advanced Control – ID AS (Chairman);. BP Fuels and Lubricants AS (Director); BP Norge AS. (Director).. Current other directorships and management positions ... Directorships: Converto Capital Fund AS (Chairman); Aker. Kværner Holding AS (Chairman); Aker Achievements AS. (Chairman); Erøy AS (Chairman); Aker Solutions ASA. (Chairman); The Resource Group TRG AS (Director); Oz. Holdco AS (Director); Flette AS (Director); Oz Midco AS. (Director); Qinterra AS (Director); Oz Topco (Director);. Reitangruppen AS (Director); Gluteus Medius (Director).. Directorships: Havfisk ASA (Director); Converto AS. (Director); Aker Clean Carbon (Director); Aker Capital. (Chairman); Transocean Norway Drilling AS (Director);. Ocean Harvest AS (Chairman); Flette AS (Chairman); Stokke. AS (Director); Volvo Car Norway AS (Director); Rema Finans. AS (Director); Volvo Norge AS (Chairman); GKN Aerospace. Norway AS (Director); Reitan Kapital AS (Director); Thor. Dahl Management AS (Deputy Director); Thor Dahl Shipping. AS (Director); Advokatfirmaet BA-HR DA (Chairman).. Current other directorships and management positions ... Directorships: The Resource Group TRG AS (Director); The. Resource Group TRG AS (Director); TRG Holding AS. (Director); Aker Achievements AS (Director).. Current other directorships and management positions ... Directorships: Reitan Handel AS (Chairman); Reitangruppen. AS (Chairman); Reitan Eiendom AS (Chairman); Reitan. Convenience AS (Chairman); Reitan Kapital AS (Chairman);. Rema 1000 AS (Chairman); Odd Reitan Private Holding AS. (Chairman); Rely AS (Chairman); UNO-X Gruppen AS. (Chairman); Nordenfjeldske Invest AS (Chairman); Major 2. AS (Chairman); Reitangruppen AS (Chairman); Vågsplassen. Eiendom AS (Director); Vågentorget AS (Director); Vågsalm.. Directorships: Rema Industrier AS (Director); Reitangruppen. Holding AS (Chairman); Vestenfjeldske Eiendom AS. (Director); Reitangruppen AS (Chairman); Travelnet Norway. AS (Director); Effect Norge AS (Director); UNO-X Gruppen. Holding AS (Chairman); Nordenfjeldske Invest AS (Director);. Nordenfjeldske Luftfart AS (Director); Nordenfjeldske. Offshore AS (Director); Nordenfjeldske Shipping AS. (Director); Major 2 AS (Director); Reitan Venture 1 AS. (Chairman).. Current other directorships and management positions ... Directorships: FBJ-Consulting AS (Chairman); Arctic. Securities AS (Chairman); Aker ASA (vice-chairman);. Hvamveien 4 ANS (Director); Strømsveien 80 ANS. (Director); Oslo Asset Management ASA (Director);. Industriveien 6 ANS (Director); Sameiet Gabels gate 11. (Director).

9 BOARD OF DIRECTORS AND SENIOR MANAGEMENT

The Board of Directors is a one tier board and consists of three or more members, comprising both. members having responsibility for the day-to-day management of Ferrari (executive directors) and members not. having such day-to-day responsibility (non-executive directors).. The tasks of the executive and non-executive directors in a one-tier board such as the Board of Directors. may be allocated under or pursuant to the Articles of Association, provided that the General Meeting has. stipulated whether such director is appointed as executive or as non-executive director and furthermore provided. that the task to supervise the performance by the directors of their duties can only be performed by the non-. executive directors.. In addition, an executive director may not be appointed chairman of the Board of Directors. or delegated the task of establishing the remuneration of executive directors or nominating members of the Board. of Directors for appointment.. Pursuant to the Articles of Association, the Board of Directors has established regulations to deal with. matters that concern the board of directors internally (the Board Regulations ).. The Articles of Association provide that the number of members in the Board of Directors is determined. by the Board of Directors, provided that the Board of Directors shall consist of at least three members.. The General Meeting determines whether a member of the Board of Directors. is an executive director or a non-executive director.. Pursuant to the Articles of Association, the Board of Directors can adopt resolutions by the favourable. vote of the majority of the members of the Board of Directors present or represented at the meeting, provided that. the Board Regulations may contain specific provisions in this respect.. Resolutions can also be adopted without holding a meeting if all members of the Board. of Directors shall have expressed their opinions in writing, unless one or more members of the Board of. Directors object in writing to the resolution being adopted in this way prior to the adoption of the resolution.. Dutch law and the Articles of Association provide that a member of the Board of Directors of a Dutch. public limited liability company, such as Ferrari, shall not participate in deliberations and the decision-making. process in the event of a direct or indirect personal conflict of interest between that member of the Board of. Directors and Ferrari and the enterprise connected with it.. Pursuant to the Board Regulations, each member of the Board of Directors is required to promptly. report any conflict of interest to the chairman (or the senior non-executive director or another director in case of. In addition, the. Board Regulations provide that the Board of Directors as a whole may determine that there is such a strong. appearance of a conflict of interest of a member of the Board of Directors in relation to a specific matter, that it. would be inappropriate for such member of the Board of Directors to participate in discussions and the decision. making process with respect to such matter.

All board members have distinct responsibilities and duties. Learn more about the main roles and responsibilities of a board of directors with Diligent.

The organization's bylaws typically outline, duties for the board,board chair, corporate secretary, general counsel and committees.. Experienced board chairs know that they must develop solid relationships with the board directors, the CEO, managers, the corporate secretary and committees in order to lead effectively.. The board chair's responsibilitiesincludes helping the corporate secretary to write the agenda , which is used as a tool for facilitating board meetings efficiently.. The board chair needs to facilitate board meetings in such a way that the board can do its own work.. One of the most prominent board dutiesof the corporate secretary is to set the agenda and to make sure that all board members and other board meeting guests have the proper reports and other materials in time to review them for the board meeting.. The corporate secretary also records minutes during board meetings and prepares a final copy of the minutes for the board to approve at the next board meeting.. Maintaining good governance is a large part of the corporate secretary's responsibilities, which includes helping board members with an initial orientation and ongoing board development.. C-suite executives are responsible for working closely with the board and for overseeing the senior managers, managers and other employees to make sure that they are fulfilling the objectives and strategic plans of the board without creating undue risks.

Distributing corporations governed by the Canada Business Corporations Act (CBCA), including venture issuers, are required by law to provide their shareholders and Corporations Canada with information about the representation of women, Indigenous peoples (First Nations, Inuit and Métis), persons with disabilities and members of visible minorities on their boards of directors and among senior management.

Distributing corporations Footnote 1 governed by the Canada Business Corporations Act (CBCA), including venture issuers, Footnote 2 are required by law to provide their shareholders and Corporations Canada with information about the representation of women, Indigenous peoples (First Nations, Inuit and Métis), persons with disabilities and members of visible minorities on their boards of directors and among senior management.. Since January 1, 2020, distributing corporations governed by the CBCA, including venture issuers, have been required to provide their shareholders and Corporations Canada with information about the representation of women, Indigenous peoples (First Nations, Inuit and Métis), persons with disabilities and members of visible minorities on their boards of directors and among senior management.. Distributing corporations are required to report on the representation (number and percentage of directors) of the 4 designated groups identified under the Employment Equity Act —women, Indigenous peoples, visible minorities and persons with disabilities—on their boards of directors and senior management teams.. whether the corporation has adopted term limits or other mechanisms for board renewal whether the corporation has a written policy on the identification and nomination of directors from designated groups and, if so, a description of the policy whether and how the board or nominating committee considers diversity when identifying and nominating candidates for election or re-election to the board whether and how diversity is considered when making senior management appointments whether the corporation has set targets for representation on the board and among senior management for each of the designated groups and, if so, progress in achieving those targets. Of those, 389 (82%) included information on diversity.. Term limits and other mechanisms for board renewal Written policies for identifying and nominating members of designated groups for directors Consideration of the level of representation of designated groups Targets for representation of designated groups Representation of designated groups among boards of directors and senior management teams Composition of distributing corporations’ boards of directors and senior management teams. Most findings presented in this report are for all distributing corporations (venture issuers and non-venture issuers) that disclosed diversity information.. Distributing corporations that consider the level of representation of designated groups on boards of directors when identifying candidates for election or re-election Distributing corporations that consider the level of representation of women on their boards of directors increased by 21 percentage points in 2021—from 44% in 2020 to 65% in 2021.. Distributing corporations that consider the level of representation of designated groups in senior management positions when identifying candidates for appointment Distributing corporations that consider the level of representation of women on their senior management teams increased by 16 percentage points in 2021, up to 61% in 2021 from 45% in 2020.. On average, 3% of non-venture issuers had set targets for any of the designated groups other than women on their boards of directors, a slight increase of 2 percentage points over 2020.. Level of representation of designated groups on boards of directors and senior management teams DoDo notDid not disclose*Percentage of the 389 distributing corporations that:Have at least 1 woman on the board of directors55%27%18%Have at least 1 member of a visible minority on the board of directors23%51%26%Have at least 1 Indigenous person on the board of directors2%72%26%Have at least 1 person with disabilities on the board of directors2%72%26%Have at least 1 woman in senior management51%31%18%Have at least 1 member of a visible minority in senior management28%46%26%Have at least 1 Indigenous person in senior management2%71%27%Have at least 1 person with disabilities in senior management3%70%27%Percentage of the 138 venture issuers that:Have at least 1 woman on the board of directors31%43%26%Have at least 1 member of a visible minority on the board of directors14%53%33%Have at least 1 Indigenous person on the board of directors1%65%34%Have at least 1 person with disabilities on the board of directors1%65%34%Have at least 1 woman in senior management35%40%25%Have at least 1 member of a visible minority in senior management17%51%32%Have at least 1 Indigenous person in senior management0%64%36%Have at least 1 person with disabilities in senior management1%63%36%Percentage of the 251 non-venture issuers that:Have at least 1 woman on the board of directors68%19%13%Have at least 1 member of a visible minority on the board of directors28%49%23%Have at least 1 Indigenous person on the board of directors2%76%22%Have at least 1 person with disabilities on the board of directors2%76%22%Have at least 1 woman in senior management59%27%14%Have at least 1 member of a visible minority in senior management35%42%23%Have at least 1 Indigenous person in senior management3%75%22%Have at least 1 person with disabilities in senior management4%73%23%* "Did not disclose" includes corporations that did not disclose information on a requirement as well as those that included information not considered according to the methodology described earlier in this report.Overall, the representation of designated groups among distributing corporations’ boards of directors and senior management teams increased slightly over 2020 findings.. Percentage of seats held by designated groups on boards of directors Designated groups20212020 Women (all distributing corporations) 20%17%Women Venture issuers10%6%Women Non-venture issuers23%21% Visible minorities (all distributing corporations) 7%4%Visible minorities Venture issuers6%4%Visible minorities Non-venture issuers7%4% Indigenous peoples (all distributing corporations) 0.4%0.3%Indigenous peoples Venture issuers0.4%0.3%Indigenous peoples Non-venture issuers0.4%0.3% Persons with disabilities (all distributing corporations) 0.4%0.3%Persons with disabilities Venture issuers0.4%0.3%Persons with disabilities Non-venture issuers0.4%0.3% Senior management teams Table 3.

Organizations rely on a board of directors to execute their strategic visions. Here's the board of directors definition and how they work.

Reading Time: 10minutes. About The Author. OnBoard Meetings At OnBoard, we believe board meetings should be informed, effective, and uncomplicated.. That’s why we give boards and leadership teams an elegant solution that simplifies governance.. With customers in higher education, nonprofit, health care systems, government, and corporate enterprise business, OnBoard is the leading board management provider.. Latest entries Board Management Software 2022.07.26 5 Critical Board Engagement Survey Questions Board Management Software 2022.07.25 5 Cybersecurity Metrics Boards Should Care About Board Management Software 2022.07.19 What is an Advisory Council?

Board of directors and executive committee

Appointment to the Board Ian King joined the Board on 13 November 2017 as a non-executive Director and became Chairman following the conclusion of the Group’s Annual General Meeting in April 2018.. External Appointments Ian is a non-executive Director of Schroders plc, having been appointed to its Board on 1 January 2017, lead non-executive Director of the Department for Transport, non-executive Director of High Speed Two (HS2) Limited, and is a senior advisor to the Board of Gleacher Shacklock LLP.. Previous Experience He was Chief Executive of BAE Systems plc from September 2008 until June 2017, having been originally appointed to its Board as Chief Operating Officer, UK and Rest of the World in 2007.He also served as a non-executive Director and senior independent Director of Rotork plc until June 2014.. Appointment to the Board: David Squires joined the Board on 1 May 2015 and became Group Chief Executive on 1 June 2015.. Prior to joining Senior plc, David was Chief Operating Officer of Cobham plc.. Appointment to the Board: Susan Brennan joined the Board on 1 January 2016.. Appointment to the Board: Bindi Foyle joined the Senior plc Board as an Executive Director on 3 May 2017 and became Group Finance Director on 1 July 2017.. Previous Experience: Bindi joined Senior as Group Financial Controller in January 2006, a role she held until July 2014 when she became responsible for the Group's Investor Relations activities.. External Appointments: With effect from 1 May 2020, Bindi Foyle joined the board of Avon Protection plc as a non-executive Director.. External Appointments: Barbara is Chair Designate and Senior Independent Director of The Weir Group PLC, having been appointed to the Board of The Weir Group PLC on 1 August 2017.. Appointment to the Board: Giles Kerr joined the Board in September 2013 and became Chairman of the Audit Committee in April 2014.. Previous Experience: Giles was most recently Director of Finance of Oxford University and had also been Group Finance Director of Amersham PLC.. External Appointments :. He has been the Group Chief Executive of Coats Group plc ("Coats") since January 2017, having served as an executive Director since March 2015.. Previous Experience: During his career, Rajiv has held senior roles in various companies including Honeywell, GE and Shell.. Qualifications: Mary holds an MA (Hons) in Physics and is a Fellow of the Chartered Institute of Management Accountants.

Diversity of boards of directors and senior management

Federal distributing corporations , including venture issuers, created under the Canada Business Corporations Act (CBCA), now need to disclose information to their shareholders and Corporations Canada on the diversity of their boards of directors and senior management teams.. It also has to either disclose information about its policies and targets for the representation of the designated diversity groups, or explain why it does not have a policy and targets.. Whether the corporation has adopted term limits or other mechanisms of board renewal; Whether it has a written policy relating to the identification and nomination of directors from the designated groups, and if so, a description of the policy; Whether and, if so, how your board or nominating committee considers diversity on the board in identifying and nominating candidates for election or re-election to the board; Whether and, if so, how your corporation considers diversity when making senior management appointments; Whether your corporation has targets for representation on the board and among senior management for each of the designated groups and, if so, progress in achieving those targets; and The number and percentage of directors from each of the designated groups on the board and among senior management.. Corporations Canada receives diversity information disclosure.. These guidelines are provided to encourage corporations to disclose their diversity information yearly in a more consistent manner.. Corporations are encouraged to clearly indicate the date of disclosure.. Corporations are encouraged to present this information in a table format.. If the corporation has adopted one, it must disclose the following information:. Targets for representation of designated groups on the board and among senior management For each of the designated groups, corporations must disclose whether they have adopted targets for representation on the board and among senior management, the expected timeframe for achieving the targets, as well as progress made toward achieving the targets during the year and since its adoption.. present the information in a table format (see example provided below); disclose targets for representation of designated groups on the board of directors separately from targets for representation among senior management.. ); indicate if no target has been adopted for a designated group and explain why the corporation has not adopted a target; indicate, although not a requirement, if the corporation has adopted targets: for any other groups it believes contribute to the diversity of their boards and senior management teams and, if it chooses to disclose this information, present these targets separately; beyond the senior management team (for ex., among executive positions or on the total workforce) and, if it chooses to disclose this information, present these targets separately from the targets for the senior management team.. If the corporation has not adopted a target for representation of a designated group, the corporation must specify this and explain why it has not done so.. present the information in a table format (see example provided below); disclose the number and percentage of directors from each of the designated groups on the board of directors separately from the number and percentage from each of the designated groups among senior management; indicate the total number of directors on the board and the total number of members of the senior management team as of the date of disclosure; indicate both the number and the percentage of members of each designated group: who hold a position on the board of directors as of the date of disclosure; who are among senior management of the corporation, including all of the corporation's major subsidiaries, as of the date of disclosure;. indicate clearly if there are no members of a given designated group that hold a position on the board of directors or are among senior management as of the date of the disclosure; provide the following information, although not a requirement: Disclose diversity information for any other groups it believes contributes to the diversity of their boards and senior management teams, and if it chooses to disclose this information, present it separately; Disclose diversity information beyond the senior management team (for ex., among executive positions or on the total workforce), and if it chooses to disclose this information, present it separately from the information about the senior management team; Demonstrate progress on its corporate diversity by disclosing information regarding the future composition of the board of directors (for ex., nominees for directors) or among its senior management team (for ex., candidates for promotion to senior management ), and if it chooses to disclose this information, present it clearly and separately from the information about the board of directors and the senior management team as of the date of disclosure.

Lonza's Board of Directors is comprised of 10 non-executive members.

Albert M. Baehny Chairman of the Board of Directors of Lonza Group Ltd (since 2018), Independent member of the Board of Directors of Lonza Group Ltd (since April 2017).. Christoph Mäder Vice-Chairman of the Board of Directors of Lonza Group Ltd (since April 2020);Independent member of the Board of Directors of Lonza Group Ltd (since April 2016). Current Activities and Functions Member of the Board of Directors Baloise Holding AG (since 2019) Member of the Board of EMS Chemie Holding AG (since 2018). Former Activities and Functions Member of the Group Executive Committee of Syngenta (2000–2018) Member of the Board Committee of economiesuisse (2008–2019) Vice-Chairman of economiesuisse (2011–2017) Member of the Executive Board of the Business and Industry Advisory Committee (BIAC) for the Organization for Economic Co-operation and Development (OECD) (2012–2016) Member of the Board of scienceindustries (2006–2018) Member of the Board of the Basel Chamber of Commerce (2002–2018) Head of Legal & Public Affairs for Novartis Crop Protection AG (1999–2000) Senior Corporate Counsel for Novartis International AG (1992–1998). Current Activities and Functions CEO and President of the Board of Directors of Neurimmune AG (since 2018) Member of the Advisory Board of PUREOS Bioventures (since 2017) Member of the Board of Directors of NOVAGO Therapeutics AG (since 2015) Chairman of the Board of Directors of Neurimmune Holding AG (since 2006) Member of the Board of Directors of INTEGRA Biosciences Holding AG (since 2002) Professor at the University of Zurich (part-time since 2018) Institute for Regenerative Medicine (since 1998). Former Activities and Functions Member of the Board of Directors, Member of the Remuneration Committee of British American Tobacco plc (2016–2022) Chief Financial Officer, Celesio AG.. Barbara Richmond holds a first-class degree in management science from the University of Manchester Institute of Science and Technology in England.

BCom degree, University of Potchefstroom, BCom Economics (Hons.) University of Pretoria, MBL University of South Africa (Unisa) Executive Management Programme, University of Virginia, USA.

Jake Olivier’s has over 22 years’ experience within the manufacturing industry, has held various executive positions and served on various management committees and boards as chairman and director, including various positions at ArcelorMittal South Africa in operations, procurement and logistics.. He spent the last 16 years in various general management positions at ArcelorMittal South Africa.. In 2015 he became works manager for Engineering and Services and was then appointed at Iron making as works manager in 2019.. He has over 35 years of service with ArcelorMittal South Africa.. Sebastien has over 30 years of experience working in the steel manufacturing business and holds a Bachelor of Engineering Degree and an MBA from the University of Potchefstroom.. Dhanveer Seepersad has been appointed as General Manager for the Iron Making business unit of ArcelorMIttal South Africa as from 1 May 2022 and will report to the Chief Operating Officer.. Dhanveer started his career at ArcelorMittal South Africa in 2012 at the Steel plant in Vanderbijlpark and has since held specialist and management positions in the Iron Making business area including that of Metallurgical Engineer at the blast furnaces, Engineering manager at the Sinter Plant as well as Senior Manager responsible for Iron making in Newcastle.. Emmanuel joined ArcelorMittal South Africa in May 2011 as a Senior Engineer in the Hot Rolling business unit.

Videos

1. Warren Buffett explains the 3 main tasks for a board of directors
(The Financial Review)
2. Boards of Directors: Their Roles and Responsibilities
(Web Communications)
3. Forming and Managing a Board of Directors
(Stanford Graduate School of Business)
4. CNC senior management team and board of directors, November 1st 2020.
(Betweenplays)
5. The Corporate Secretary & Board of Directors Relationship
(Inside America's Boardrooms)
6. The Board of Directors Role in Strategy
(Board Director)

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