Role Of Chairman:

The chairman is responsible for leader of the board.The role of Chairman are as follows:

 

 

 

 

 

• Ensure Effective communication with shareholders,government and other stakeholders and that the views of these groups are understood by the board.

• Ensure that all the board committees are properly established,composed and operated.

• Set an agenda which is primarily focused on strategy,performance,value creation and accountability and ensure that issues relevant to those areas are considered by the board.

• Ensure that the board determines the nature of the significiant risks the company is willing to embrace in the implementation of its strategy, and that the board reviews on an ongoing basis the effectiveness of risk management and internal control.

• Set the agenda,style and tone of board discussions to promote constructive debate and effective decision-making.

• Ensure effective operation of the board and its committees in conformity with the highest standards of corporate governance.

• Ensure appropriate delegation of authority from the board to corporate executive team.

• Ensure that board members receive accurate,timely and clear information,in particular about the company's performance.

• Manage the board to ensure that adequate time is allowed for discussion of all agenda items (in particular strategic issues) and to ensure that complex issues are dealt with effectively,making sure in particular that NED(Non-Executive director) have sufficient time to consider them.

• Chair the nomination committee and build an effective and complementary board, regularly consider its composition and balance diversity,including gender,and succession planning for board and senior management appointments.

• Liaise with the remuneration committee on proposal for the remuneration of the executive directors.

• Chariman must be available to answer and questions at the general meeting and for all directors to attend.

• Chairman must ensure that the company maintain a dialogue with its principal shareholders about directors and senior manager's remuneration, governance and strategy.

• Chairman must ensure that induction programmes run for new directors and committe chairman.

• Ensure that director and manager update their skills and knowledge.

• Chairman must support the Chief Executive in the development of strategy and more broadly to support and advise the chief executive.

• Promote effective relationships and communications between NED and members of the Corporate Executive team.

 

 

 

 

 

 

Role Of Senior Independent Director:

The Senior Independent Director is responsible for :

 

 

 

• be independent,in accordance with the criteria set out in the UK corporate governace code;

• act as a sounding board for the chairman and provide support to the chairman in the delivery of his objectives.

• work with the chairman,other directors and/or shareholders to resolve significant issues in times of stress including in crisis management situations or if there is any dispute between the chairman and chief Executive;

• Act as a point of contact for shareholders and other stakeholders with concerns which have failed to be resolved or would not be appropriate through the normal channels of the chairman,CEO and CFO.

• Act as an alternative point of contact for NED's'if required.

• Lead meetings with other NED's without the chairman present in order to evaluate and appraise the performance of the chairman,on at least an annual basis and on such other occasions as are deemed appropriate;

•  lead discussions of the nominations committee when considering the issue of succession to the chairmanship of the board;

• meet with major shareholders and financial analysts to obtain a balanced understanding of the issues and concerns of such shareholders; and 

• meet with the other members of the board as and when deemed appropriate.

• SID is expected to commit at least 3-4 days per year to the role, and significantly more in exceptional circumstances.This is in addition to the expected time commitment in his or her capacity as a NED's.