Docstoc

Responsibilities of the Chief Executive Officer

Document Sample
Responsibilities of the Chief Executive Officer Powered By Docstoc
					          Responsibilities of the Chief Executive Officer

Management
1. Responsible for running the Company. Manages the business, exercising
   executive stewardship of the Company’s physical, financial and human
   resources.
2. Responsible for the organisation of the Company, and for the appointment of
   senior managers.
3. Ensures that such action is taken as is necessary to secure the timely and
   effective implementation of the policies and strategies set by the Board and of
   decisions taken by or on behalf of the Board.
4. Is responsible, in consultation with the relevant executive directors and the
   Nomination and Corporate Governance Committee, for effective succession
   planning and for the development of senior managers to ensure planned
   succession to their appointments as the need arises.
5. Attends Remuneration Committee meetings except on matters concerning the
   Chief Executive Officer.

Strategy and Operations
6.   In association with the Executive Chairman, directs the corporate development
     activities of the Company, Subsidiaries and Associated Companies and ensures
     proposals for major new licensing arrangements, mergers, acquisitions,
     divestments, closures and significant operational developments are properly
     evaluated, prior to their presentation to the Board for approval.
7.   Responsible for effective strategic planning for the Company and for preparing
     policies and strategies, including the annual budget, for submission to the Board.
8.   Ensures that appropriate policies and strategies are adopted within the Company,
     that these policies and strategies are implemented effectively, that performance
     is effectively monitored and that guidance or direction is given where
     appropriate.

Governance
9.  Identifies candidates for appointment as executive directors. Is a member of any
    Board Committee and acts as an officer of any Subsidiary or Associated
    Company or holds any other appointment or office as nominee or representative
    of the Company or any Subsidiary or Associated Company as directed by the
    Board
10. With the participation, as appropriate, of the Executive Chairman, is responsible
    for public relations, including relations with the Company’s shareholders, the
    financial community, other public organisations, other companies, the media
    and the public generally.
11. Responsible for keeping the Executive Chairman informed on all matters that
    may be of importance to the Group, including its current performance and
    progress.




                                       Page 1 of 2
               Responsibilities of Executive Chairman

Strategy and Operations
1.   Works with the Chief Executive Officer in formulating the overall objectives
     and strategic direction of the Group.
2.   Ensures that the Board agrees corporate objectives, strategies and plans and has
     an effective system for monitoring broad progress towards their effective
     implementation and achievement.
3.   In association with the Chief Executive Officer, directs the corporate
     development activities of the Company, Subsidiaries and Associated Companies
     and ensures proposals for major new licensing arrangements, mergers,
     acquisitions, divestments, closures and significant operational developments are
     properly evaluated, prior to their presentation to the Board for approval.

Governance
4.  Manages the business of the Board and chairs its meetings; seeks agreement
    between directors and ensures that decisions are reached. Chairs the Company’s
    general meetings.
5.  Reviews the Chief Executive Officer’s proposals to the Board and Nomination
    and Corporate Governance Committee for appointments as executive directors
    of the Company, and on the retirement and removal of directors from office.
6.  Reviews the remuneration and conditions of service of executive and non-
    executive directors.
7.  Ensures that the Company’s external relationships with shareholders, the City
    and the media are positive and well co-ordinated.
8.  Reviews the structure of the Board to ensure, in consultation with the Chief
    Executive Officer, that an appropriate proportion of executive and non-
    executive directors is maintained, with the right balance of experience, ensuring
    an adequate Board and management succession plan is in place. Is a member of
    any Board Committee and acts as an officer of any Subsidiary or Associated
    Company or holds any other appointment or office as nominee or representative
    of the Company or any Subsidiary or Associated Company as directed by the
    Board
9.  Ensures that the corporate governance of the Group is maintained in line with
    current best practice policies agreed by the Board. To include assessing and
    improving Board performance and overseeing induction and development of
    Non-Executive Directors.
10. Ensures that the Board addresses the major issues of the Company, and that
    these issues are presented in a manner which facilitates thorough discussion and
    the appropriate resolution.




                                      Page 2 of 2
                          Matters Reserved for the Board

Requirements of Companies Act/Other Legislation
1.    *Approval of interim and final financial statements.
2.    *Approval of Annual Report and accounts and of Form 20-F.
3.    *Approval of the interim dividend and recommendation of the final dividend.
4.    *Approval of any significant changes in accounting policies or practices
5.    *Appointment or removal of the company secretary`
6.    *Remuneration of the auditors and recommendations for the appointment or
      removal of auditors.
7.    Resolutions and corresponding documentation to be put forward to
      shareholders at a General Meeting.


Stock Exchange/Financial Services Authority
8.    *Approval of all circulars and listing particulars.
9.    *Approval of press releases concerning matters decided by the board.


Board membership and board committees
10.   *Board appointments and removals and any special terms and conditions
      attached to the appointment.
11.   *Terms of reference of chairman, chief executive and other executive
      directors.
12.   *Terms of reference and membership of board committees.


Management
13.  Approval of the group’s long term objectives and commercial strategy.
14.  Any revision of sourcing, development and commercialisation of medicinal
     products which amounts to a material alteration to the general nature of the
     business or a fundamental change in the strategy of the company.
15.  Approval of the annual operating and capital expenditure budgets.
16.  Changes relating to the group’s capital structure or its status as a plc.
17.  Appointments to and removals from boards of non-dormant subsidiaries.
18.  *Terms and conditions of directors and senior executives.
19.  Changes to the group’s management and control structure.
20.  Approval of any new share issue other than on exercise of options.


Cadbury/Combined Code recommendations; expenditure; contracts
21.  Any capital or operating expenditure which would lead to the annual budget
     being exceeded in total.
22.  Material, either by reason of size or strategically, contracts of the company or
     any subsidiary in the ordinary course of business, eg bank borrowings above
     £300,000 and acquisition or disposal of fixed assets above £200,000, (unless
     the contract and relevant expenditure are specifically included in the annual
     budget).
23.   Contracts of the company or any subsidiary not in the ordinary course of
      business, (unless the contract and relevant expenditure are specifically
      included in the annual budget).
24.   Approval of any agreement with a third party involving the
      acquisition/disposal/licensing of intellectual property rights or sales and
      marketing rights for any product in any territory where the consideration
      exceeds £100,000 or where the future assets or liabilities of the group are
      materially affected.
25.   Giving of any guarantee or indemnity to secure the liabilities or obligations of
      any one person (other than a wholly owned subsidiary of the company).
26.   Creation of any fixed or floating charge or other encumbrance over the whole
      or any part of the undertaking, property or assets of the company or any
      subsidiary of the company, except for the purpose of securing the indebtedness
      of the company to its bankers for sums borrowed in the ordinary and proper
      course of the business.
27.   Major investments including the acquisition or disposal of interests of more
      than 5 percent in the voting shares of any company or the making of any
      takeover bid.
28.   The entering into of any arrangement with creditors, or the doing or permitting
      or suffering to be done of any act or thing whereby the company may be
      wound up (whether voluntarily or compulsorily).
29.   Risk management strategy.
30.   Treasury policies including foreign currency exposure.


Miscellaneous
31.   Review of the company’s overall corporate governance arrangements
32.   Major changes to the Group’s pension arrangements.
33.   Major changes in employee share schemes and the allocation of executive
      share options.
34.   Formulation of policy regarding charitable donations.
35.   Political donations.
36.   Approval of the company’s principle professional advisers and consultants.
37.   Prosecution, defence or settlement of litigation involving above £100,000 or
      being otherwise material to the interests of the company.
38.   Internal control arrangements.
39.   Health & Safety policy.
40.   Environmental policy.
41.   Directors’ & Officers’ liability insurance.
42.   This schedule of matters reserved for board decisions.

Items marked * are not considered suitable for delegation to a committee of the board, eg
because of Companies Act requirements or because, under the recommendations of the Cadbury
Report or Combined Code, they are the responsibility of the audit, nomination and corporate
governance or remuneration committee, with the final decision required to be taken by the board
as a whole.

				
DOCUMENT INFO
Shared By:
Categories:
Stats:
views:83
posted:3/8/2010
language:English
pages:4
Description: Responsibilities of the Chief Executive Officer