- 20 Marks
Question
Chief Etido has recently increased his shareholdings in Food Plc, a leading manufacturer of some fast-moving consumer goods (FMCG) in the country, to over 51%. As his close friend, he recently approached you for advice on how to actualize his ambition of becoming both Chief Executive Officer and Chairman of Food Plc as he is in several other private limited liability companies.
Required:
a. Advise Chief Etido on the possibility of becoming both the CEO and Chairman of a public limited liability company like Food Plc, as provided for by the Code of Corporate Governance. (2 Marks)
b. The roles of the following in a public limited liability company:
- i. The CEO (5 Marks)
- ii. The Chairman (5 Marks)
c. His responsibilities on the board of directors, if he chooses to become a non-executive member instead. (8 Marks)
Answer
a. Possibility of Becoming Both CEO and Chairman:
The Code of Corporate Governance does not allow one person to occupy both the CEO and Chairman positions in a public limited liability company. This separation of powers is crucial to avoid a conflict of interest and ensure that the CEO is held accountable to the board led by the Chairman. It also ensures proper checks and balances.
b.
- i. Roles of the CEO:
- Leading the development and implementation of the company’s strategy.
- Communicating with shareholders, government bodies, and the public.
- Managing the company’s overall operations and resources.
- Setting the company’s vision, mission, and overall direction.
- Making major corporate decisions, managing the company’s operations, and ensuring profitability.
- ii. Roles of the Chairman:
- Leading the board and ensuring that it functions effectively.
- Setting the agenda for board meetings and ensuring that all board members are well-informed.
- Facilitating open and constructive discussions at board meetings.
- Ensuring that the board operates independently of management.
- Overseeing the performance of the board and individual directors.
c. Responsibilities of a Non-Executive Director:
If Chief Etido chooses to become a non-executive director, his responsibilities would include:
- Offering independent judgment on issues of strategy, performance, and risk.
- Scrutinizing the performance of management in meeting agreed goals.
- Ensuring that the financial controls and risk management systems are robust.
- Helping to develop proposals on strategy.
- Safeguarding the interests of shareholders, especially minority shareholders.
- Monitoring executive directors and ensuring good governance practices.
- Serving on board committees, such as audit, risk, or nomination committees.
- Acting as a sounding board for the CEO while maintaining an objective distance.
- Tags: Board of Directors, CEO, Chairman, Corporate Governance, Non-Executive Directors
- Level: Level 2
- Topic: Corporate Governance
- Series: MAY 2022
- Uploader: Theophilus