Job Description
CEO
The job of a **Chairman** (or Chair, or Chairperson) is the highest-ranking officer of a company’s **Board of Directors**. Their primary responsibility is to ensure the Board functions effectively, providing proper governance and strategic direction to the company’s management team.
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## 👔 Core Responsibilities of the Chairman
The Chairman’s role is distinct from that of the Chief Executive Officer (CEO), although in some companies, the roles are combined.
### 1. Board Governance and Effectiveness
* **Leading the Board:** Directing the activities of the Board of Directors, setting the agenda, and ensuring that there is sufficient time for open discussion on key strategic issues.
* **Meeting Management:** Scheduling, convening, and presiding over all Board and shareholder meetings. Ensuring all legal and regulatory requirements for meetings are met.
* **Information Flow:** Ensuring that Board members receive accurate, timely, and clear information necessary to fulfill their duties.
* **Director Performance:** Leading the annual performance review of the Board, its committees, and individual directors.
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### 2. Strategic Oversight and Direction
* **Strategy Setting:** Working closely with the CEO and senior management to develop the company’s long-term **strategy and vision**.
* **Risk Management:** Overseeing the Board’s process for identifying and managing major corporate risks.
* **Accountability:** Holding the executive team accountable for the company’s performance and execution of the approved strategy.
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### 3. Relationship Management
* **CEO Liaison:** Serving as the key link between the Board (which represents the shareholders) and the CEO/management team. They are responsible for the CEO’s hiring, compensation, and dismissal.
* **Shareholder Relations:** Communicating the Board’s position and company strategy to major **shareholders and stakeholders** and ensuring their views are considered by the Board.
* **Integrity and Culture:** Upholding the highest standards of corporate governance, ethics, and integrity, and ensuring the company’s culture aligns with its values.
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## 🏛️ Chairman vs. CEO
| Role | Primary Focus | Key Responsibility |
| :— | :— | :— |
| **Chairman** | **Governance & Oversight** | Leading the Board and setting the strategic agenda. |
| **CEO** | **Operations & Execution** | Running the day-to-day business and executing the strategy. |
In companies where the roles are **separate**, the Chairman is often a non-executive role to ensure independent oversight of the CEO. Where the roles are **combined** (Chairman and CEO), the individual has authority over both the operations and the governance structure.