3 At a recent international meeting of business leaders, Seamus O’Brien said that multi－ju

Question

3 At a recent international meeting of business leaders, Seamus O’Brien said that multi-jurisdictional attempts to

regulate corporate governance were futile because of differences in national culture. He drew particular attention to

the Organisation for Economic Co-operation and Development (OECD) and International Corporate Governance

Network (ICGN) codes, saying that they were, ‘silly attempts to harmonise practice’. He said that in some countries,

for example, there were ‘family reasons’ for making the chairman and chief executive the same person. In other

countries, he said, the separation of these roles seemed to work. Another delegate, Alliya Yongvanich, said that the

roles of chief executive and chairman should always be separated because of what she called ‘accountability to

shareholders’.

One delegate, Vincent Viola, said that the right approach was to allow each country to set up its own corporate

governance provisions. He said that it was suitable for some countries to produce and abide by their own ‘very

structured’ corporate governance provisions, but in some other parts of the world, the local culture was to allow what

he called, ‘local interpretation of the rules’. He said that some cultures valued highly structured governance systems

while others do not care as much.

Required:

(a) Explain the roles of the chairman in corporate governance. (5 marks)

Answer 1

正确答案：
(a) Roles of the chairman in corporate governance
The chairman is the leader of the board of directors in a private or public company although other organisations are often run
on similar governance lines. In this role, he or she is responsible for ensuring the board’s effectiveness as a unit, in the service
of the shareholders. This means agreeing and, if necessary, setting the board’s agenda and ensuring that board meetings
take place on a regular basis.
The chairman represents the company to investors and other outside stakeholders/constituents. He or she is often the
‘public face’ of the organisation, especially if the organisation must account for itself in a public manner. Linked to this,
the chairman’s roles include communication with shareholders. This occurs in a statutory sense in the annual report
(where, in many jurisdictions, the chairman must write to shareholders each year in the form. of a chairman’s statement)
and at annual and extraordinary general meetings.
Internally, the chairman ensures that directors receive relevant information in advance of board meetings so that all
discussions and decisions are made by directors fully apprised of the situation under discussion. Finally, his or her role
extends to co-ordinating the contributions of non-executive directors (NEDs) and facilitating good relationships between
executive and non-executive directors.