Chairman and Chief Executive
16. In order to ensure that the Board's function of providing effective oversight of the management of the Reporting Entity is not compromised, it is important that the role of the chairman of the Board and the role of the Chief Executive of the Reporting Entity should not be held by the same individual.
17. However, if the Board decides that the Chief Executive should also hold the position of the chairman of the Board, there should be effective measures to ensure that the Board is able to properly discharge its function of providing effective oversight of the management of the business of the Reporting Entity by its Senior Management. For example, the performance assessment of the Chief Executive and other members of the Senior Management should be undertaken by a non-executive Director of the Board or a committee comprising a majority of non-executive Directors who report to the Board directly on their assessment, and also, prior approval by Shareholders of the appointment of the Chief Executive as chairman of the Board.
18. Except where the positions of the chairman of the board and the Chief Executive are held by the same person, the division of responsibilities between the chairman and Chief Executive should be clearly established, set out in writing and agreed to by the Board.
19. The chairman should be responsible for providing leadership of the Board, ensuring its effectiveness in all aspects of the Board's role and setting its agenda.
20. Except where the positions of the chairman of the Board and the Chief Executive are held by the same individual, the chairman of the Board should meet the independence criteria set out in paragraph 31.
21. The annual report of the Reporting Entity should:
a. identify the chairman, the deputy chairman (where there is one), the Directors and the Chief Executive; and
b. include a high level statement of which types of decisions are to be taken by the Board and which are to be delegated to the Senior Management.