What is the role of a board chairman at Statutory bodies in Jamaica ?

The principal role of the Chairman of the Board is to manage and to provide leadership to the Board of Directors of the Company. The Chairman is accountable to the Board and acts as a direct liaison between the Board and the management of the Company, through the Chief Executive Officer (“CEO”). The Chairman acts as the communicator for Board decisions where appropriate.

More specifically, the duties and responsibilities of the Chairman are as follows:

  1.  to act as a liaison between management and the Board;
  2.  to provide independent advice and counsel to the CEO;
  3.  to keep abreast generally of the activities of the Company and its management;
  4.  to ensure that the Directors are properly informed and that sufficient information is provided to enable the Directors to form appropriate judgments;
  5.  in concert with the CEO, to develop and set the agendas for meetings of the Board;
  6.  to act as Chair at meetings of the Board;
  7.  to recommend an annual schedule of the date, time and location of Board and Committee meetings;
  8.  to review and sign minutes of Board meetings;
  9.  to sit on other Committees of the Board where appropriate as determined by the Board;
  10.  to call special meetings of the Board where appropriate;
  11.  in concert with the CEO, todetermine the date, time and location of the annual meeting of shareholders and to develop the agenda for the meeting;
  12.  to act as Chair at meetings of shareholders;
  13.  to recommend to the Board, after consultation with the Directors, management and the Governance and Nominating Committee, the appointment of members of the Committees of the Board;
  14. to assess and make recommendations to the Board annually regarding the effectiveness of the Board as a whole, the Committees of the Board and individual Directors;
  15. to ensure that regularly, upon completion of the ordinary business of a meeting of the Board, the Directors hold discussions without management present.

Typically the above are the main role of the board chairman.

Now I find it rather interesting, that in Jamaica radio talk show host and journalist, will always ask for the chairman of the board of directors to speak on operational matters of the organization of which board they lead.

Board chairman are NOT supposed to be involved in the daily operations of the organization, that responsibility is that of the management team led by a CEO. If one needs to speak about operational matters it is he who they should speak with and not the board chairman.

I find it ironic however that these board chairmen are eager to accede to tge request for interview where is almost always operational matters that are being addressed or for which clarification is being sought.

For the life of me I fail to understand why the chairmen do not refer the journalist to the management team and avoid being “setup” by these guys.

Can you imagine a board chairman being appointed today, Aug 3, 2015 and come tomorrow a journalist calls him for any interview trying to find out about his (the chairman) plans for the organization.

I really find it odd that they would choose to so participate, when clearly they are just coming into the organization and secondly, they are not or should not be involved in operational matters.

Journalist will always criticize any board chairman who appears to be involved in the daily operations of the organization, but they will be the first one to be called if something goes wrong in the very organization.

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One Response

  1. This is so Jay because the journalists know that these board chairmen are the de facto ceo. The chairmen blur line between strategic and operational functions.

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