EXECUTIVE DIRECTORS
An executive director is a chief executive
officer (CEO) or managing director of an
organization, company, or corporation.
Who?
- senior operating officer or manager of
an organization or corporation, usually
at a non-profit.
- responsible for strategic planning,
working with the Board of Directors,
and operating within a budget
Roles:
The role of the executive director is:
• To design, develop and implement
strategic plans for the organization in a
manner that is both cost and time-efficient.
• Responsible for the day-to-day operation
of the organization, which includes managing
committees and staff as well as developing
business plans in collaboration with the
board.
• Accountable to the chairman of the board
of directors and reports to the board on a
regular basis – quarterly, semiannually, or
annually. The board may offer suggestions
and ideas about how to improve the
organization, but the executive director
decides whether or not, and how, to
implement these ideas.
DUTIES
• Managing company assets
• Optimizing financial operations
• Providing leadership to all staff
• Establishing business goals
• Ensuring tax compliance
• Advising board of directors on
organizational activities
• Overseeing and streamlining daily
operations
• Improving staff performance, and
• Executing special business projects
Executive Director Responsibilities
• Developing and directing
organizational strategy.
• Drafting organizational policies and
philosophies.
• Overseeing day-to-day business
activities.
• Conducting performance reviews.
• Preparing comprehensive budgets.
• Reporting on revenue and
expenditure.
• Engaging with community groups.
• Creating sound business plans.
• Coaching department heads.
• Overseeing financial accounts.
INDEPENDENT DIRECTORS
Who are they?
They are non-executive directors of a
company who:
- Do not have material relationship with
the company;
- Is not part of the company’s executive
team;
- Is not involved with the day-to-day
operations of the company;
- Helps the company in improving
corporate credibility and governance
standards.
Roles
- Improvement of corporate credibility
and governance standards.
- Playing a vital role in risk
management.
They should makeup at least two-thirds
(2/3) of the directors in the audit
committees of listed companies to oversee
the financial reporting process and disclosure - Retains and organizes all of the
of the company's financial information, corporation’s significant documents
ensure compliance with listing and other and records
legal requirements, disclosure of related
Responsibilities of CS
party transactions and qualification in the
draft audit report, among other things. - During BOD meetings, plans and
executes all BOD and Committee
NOMINEE DIRECTOR
meetings, including the strategic
- Acts as a non-executive director on planning; creating agendas, inviting
the board of directors (BOD) of a firm, the appropriate attendees; reserving
on behalf of another person or firm the meeting space/venue; and,
such as bank, investor, or lender. covering all logistics issues possible.
- Appointed by the Shareholder/investor
to express the interests of the
Shareholder
- He/she has typically has no
shareholding requirement
- Straw man – allowing a firm to be
named as a nominee director of
another firm.

CORPORATE SECRETARY

- Officer of the corporation who is

present at all BOD meetings
- MUST BE:
o Supremely organized and
detail-oriented
o Effective and patient
communicator
o Excellent problem solver
o Extremely discreet
o Able to perform under pressure
o Calm and rational mediator

AS ADVISOR:

- He/She should be willing & able to

advise the BOD on its goals and duties
as well as the officers’ individual roles.
- Counsel the Board on how to manage
and govern their subsidiaries

AS TRAINOR:

- Oversees the orientation, training, and

briefings of new board members

AS RECORD KEEPER:

- taking minutes and dissemination

- Implements all the Board’s
pronouncements