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The board of directors

2.5 NEDs on the board

Advantages Disadvantages

 monitoring role  unity of the board

 additional expertise  quality of NEDs

 enhanced perception of company  liability of the role

 communication with stakeholders

 discipline over strategy

2.6 Chairman and CEO
'A clear division of responsibilities must exist at the head of the company.
No individual should have unfettered power of decision.'

2.7 Chairman’s responsibilities

Responsibility of the chairman:

 ensure that the board sets and implements the company’s direction and
strategy effectively

 act as the company’s lead representative, explaining aims and policies to the
shareholders.

2.8 CEO's responsibilities

Responsibility of the CEO:

 take responsibility for the performance of the company, as determined by the
board’s strategy

 report to the chairman and/or board of directors.

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