In the boardroom

The Gateway's guide to who's sitting at the table

In any company, board members play a crucial role. They make the key decisions about how the company conducts its business, run it as it operates, and represent the company to the outside world. Here we explain who'll you find on on the board of a large corporate and explore some of the issues surrounding the way boards work today.

Board positions

Chair

Also known as: Chairman, chairwoman, chairperson

Role: The chair is the most senior member of the board. He or she directs board meetings and may hold the deciding vote where the board is equally divided on a decision, but may well not play an active role in running the company day-to-day.

Notable chair: Bill Gates of Microsoft - the founding father of the software giant.

Chief executive officer

Also known as: CEO, chief executive, managing director

Role: The chief executive officer spearheads the day-to-day running of the company, making key decisions, overseeing the management of the company's business to ensure it meets its objectives, and leading and motivating the company's staff.

Notable chief executive officer: Moya Greene of Royal Mail Group - the driver of the group's recent IPO.

Chief operating officer

Also known as: COO, director of operations, operations director

Role: Working closely with the chief executive officer, the chief operating officer is responsible for the day-to-day running of the company, often taking charge of the implementation of board decisions.

Notable chief operating officer: Sheryl Sandberg of Facebook - the public face of the inner workings of the social media leader.

Chief financial officer

Also known as: CFO, finance director, treasurer

Role: The chief financial officer is responsible for financial record-keeping and planning, monitoring financial risks and running financial reporting processes. Chief financial officers nearly always have a financial qualification, typically an accountancy qualification or an MBA.

Notable chief financial officer: Helen Weir of the John Lewis Partnership - a finance star who's also held finance roles at Lloyds Banking Group and Kingfisher.

Chief information officer

Also known as: Information technology director

Role: The chief information officer is responsible for all the technology used by the company to accomplish its business objectives. This role has risen to increased prominence as technology has become more important across all kinds of businesses over the last few decades.

Notable chief information officer: Gerry Pennell, chief information officer for London 2012 organisers LOCOG who masterminded the successful digital aspects of the Games.

General counsel

Also known as: Chief legal officer

Role: The general counsel is the most senior lawyer employed by a company who makes sure everything the company undertakes is legally correct, leads the legal work on activities with a significant legal element such as a corporate acquisition, and manages the process of instructing external lawyers.

Notable general counsel: Tinu Adeshile, General Counsel at Konami Digital Entertainment - a fast-rising legal eagle at a Japanese gaming company.

Company secretary

Also known as: Secretary

Role: The company secretary is responsible for ensuring that the company's administrative processes run smoothly - for example, that the correct procedure is followed for decision-making and that shareholders are kept up to date with the proceedings of the board. Secretaries are optional for most companies, though public ones must appoint one.

Notable company secretary: Emily Taylor, formerly of UK internet domain name registry Nominet who drew attention to serious problems with its voting system.

Non-executive director

Also known as: Non-exec, NED, NXD

Role: As their names suggests, non-executive directors do not play a role in the day-to-day running of the company. Instead these directors, who may also hold board roles at other companies, provide strategic advice and guidance and an external perspective at board meetings.

Notable non-executive director: Mervyn King, a South African ex-judge and multiple non-executive director who's played a key role in promoting principled and inclusive corporate governance in South Africa and worldwide.

How the board works

Under English law, a company must have at least one director and a public company two, and for both at least one director must be a "natural person" - that is, a human rather than another company, which is an option.

Board members - or, other than the secretary, directors - are usually appointed by the company's shareholders (see right), though the board may be able to appoint new directors itself. Shareholders can also remove a director, and directors can usually also be forced to resign if requested by all other directors to do so.

Decisions on important matters not delegated to a particular director must usually be made by directors through circulating written resolutions for signature or by vote at a board meeting. Public companies can only use the latter option.

A board meeting is a gathering, either in person or electronically, of enough directors to make up a "quorum" - a number specified in a company's governing documents as the number of directors required to consider important decisions.

Directors and shareholders

It's important to remember than, while they might run a company, directors don't own it - its shareholders, or members, do.

In smaller companies it's usual for directors and shareholders to be one and the same. But in large UK businesses, however, they're usually separate. Traditionally, the shareholders of large corporates have been content to keep quiet and let the directors get on with their jobs as long as the company's share price looks healthy and they're receiving dividends.

The nature of this relationship was shaken up, however, with the coming of 2012's "shareholder spring". In the wake of widespread discontent over remuneration packages in the City, a number of prominent shareholders in some of the UK's largest corporates refused to back generous executive pay packages.

The "movement" was confined to a small number of high-profile protests, but has had a widespread effect on board pay, with nearly a third of FTSE 100 companies choosing not to raise executive directors' salaries this year.

Getting women on the board

In October this year, Angela Ahrendts, chief executive of Burberry, left the designer fashion retailer to take up a role at Apple. Her departure left just two women leading FTSE 100 companies: Carolyn McCall at EasyJet and Alison Cooper at Imperial Tobacco. At the time of going to press, only 19 per cent of FTSE 100 board positions as a whole were filled by women and an even smaller 14.9 per cent of FTSE 250 ones (BoardWatch).

Getting more women on to the UK's corporate board is a cause that's been taken up by a number of organisations, including the 30 Percent Club and BoardWatch. Affirmative action in the form of quotas has been suggested, a path taken by several European countries and which is being considered by EU legislators.

The UK government, however, and some prominent UK businesswomen are opposed to quotas on the grounds that they're anti-meritocratic. Others argue that they're the only fair way to bring equality to an appointment system heavily biased in favour of men.

How can I get on a board?

Get an accountancy qualification: Many in the business world recommend becoming an accountant as the surest route to a board position - good financial management, after all, is at the heart of any successful business.

Start with a role at a small company or a charity: Many startups and charities are very keen for enthusiastic young professionals to bring their knowledge and skills to their management teams. You may very well not be earning a large salary in these kinds of roles, but you will be gaining a wealth of experience that will allow you to graduate to leadership roles in larger organisations.

Network: Many board appointments are made on the basis of personal connections so, if getting on one is one of your professional aims, it's important to start honing your relationship-building skills from the beginning of your career.

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