Executive board directors have the same duties as other non-executive members. These duties extend to the whole of the business, and not just that part of it covered by their individual executive roles.
Executive directors should not see themselves only as members of the CEO’s executive team when engaged in board business. Taking the wider view can help achieve the advantage of a unitary system: greater knowledge, involvement and commitment at the point of decision.
The chair should make certain that executives are aware of their wider responsibilities when joining the board, and ensure they receive appropriate induction and regular training, to enable them to fulfil the role.
Executive directors have the best knowledge of the association and its capabilities when developing and presenting proposals, and when exercising judgement. They should appreciate that constructive challenge from non‐executive directors is an essential aspect of good governance, and should encourage their non‐executive colleagues to test their proposals. The chair and the CEO should ensure that this process is properly followed.
Executive directors are likely to be able to broaden their understanding of their board responsibilities if they take up a non‐executive director position on another board.
The Chief Executive Officer (CEO)
The CEO is the most senior executive director likely to serve on the board with responsibility for proposing and delivering the strategy. The CEO’s relationship with the chair is a key relationship that can help the board be more effective.
The appropriate code of governance adopted by the organisation will state that the differing responsibilities of the chair and the CEO should be set out in writing and agreed by the board. Particular attention should be paid to areas of potential overlap.
The CEO has, with the support of the executive team, primary responsibility for communicating to employees the expectations of the board in relation to the company’s culture, values and behaviours.
The CEO is responsible for supporting the chair to make certain that appropriate standards of governance permeate through all parts of the organisation. He or she will make certain that the board is made aware, when appropriate, of the views of employees on issues of relevance to the business.
The CEO will ensure the board knows the executive directors’ views on business issues in order to improve the standard of discussion in the boardroom. He/she will, prior to final decision on an issue, explain in a balanced way any divergence of view in the executive team.
The Chief Financial Officer
The Chief Financial Officer has a particular responsibility to deliver high‐quality information to the board on the financial position of the company.