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CHAPTER 7
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CORPORATE GOVERNANCE AND SOCIAL RESPONSIBILITY 
 
185 
borrowing
facilities, 
loans
and their repayment, and foreign currency transactions, all above a certain size 
(to be determined by the board).
 
Other tasks the board should perform include: 

Monitoring the chief executive officer 

Overseeing 
strategy 

Monitoring risks and control systems 

Monitoring the human capital aspects of the company in regard to succession, morale, training, 
remuneration, etc 

Ensuring that there is effective communication of its strategic plans, both internally and externally
3.2 Role of chairman 
The chairman is the leader of the board of directors. It is the chairman’s responsibility to ensure that the 
board operates efficiently and effectively, promoting regular attendance at meetings, and full involvement 
by all members. The chairman decides the scope of each meeting and is responsible for ensuring that all 
matters are discussed fully. 
3.3 Role of chief executive 
The chief executive officer (CEO) is the leader of the executive team and is responsible for the day-to-day 
management of the organisation. As well as attending board meetings, the CEO will usually chair the 
management committee or executive committee. While most companies have monthly board meetings, 
it is common for management/executive committee meetings to be held more often. 
3.4 Role of company secretary 
The company secretary is effectively the chief administrative officer and is appointed by the company's 
directors. He or she is legally responsible for acting on the company's behalf to undertake specific 
requirements, which are written into the Companies Act.
The duties of a company secretary include preparing and filing the following documents with Companies 
House each year. 

Confirmation statements – giving details of share capital and directorships held 

Financial statements – outlining the company's assets and liabilities 

Director's reports which, depending on the company's turnover, may also require a full business 
review and details of the individual responsible for approving accounts 

Depending on company turnover, the company secretary may also need to file an auditor's report 
Other duties which fall under the remit of the company secretary include: 

Maintaining statutory books and records ie a register of directors and shareholders and any 
charges held on the company assets 

Safeguarding legal documents including share certificates, certificates of incorporation and other 
official documentation 

Organising board meetings of shareholders and taking formal minutes 
In addition to these duties, the company secretary is required to establish and maintain a registered 
office for official communications. 
3.5 Attributes of directors
In order to carry out effective scrutiny, directors need to have