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Roles and Responsibilities

Division of Responsibilities between the Chairman, the Deputy Chairman, the Senior Independent Director and the Chief Executive Officer

The Chairman

It is the responsibility of the Chairman to:

  • manage the business of the Board and preside over its meetings; 
  • set Board meeting agendas, taking full account of the issues and the concerns of all Board members; 
  • ensure that members of the Board receive accurate, timely and clear information, in particular about the Company’s performance, to enable effective performance of their duties; 
  • monitor progress towards the timely and effective achievement and implementation of the objectives, policies and strategies set by the Board and of other decisions taken by or on behalf of the Board; 
  • facilitate the effective contribution of non-executive directors and ensure constructive relationships and open communication, both between non-executive directors and executive directors and between the Board and investors; 
  • ensure that members of the Board understand the views of major shareholders and other key stakeholders; 
  • promote the highest standards of corporate governance; 
  • manage the Board’s time to ensure that sufficient time is allowed for discussion of complex or contentious matters; 
  • ensure that new directors receive an induction programme that is tailored and comprehensive; 
  • monitor and address the development needs of individual directors and of the Board as a whole and ensure that the performance of individual directors and of the Board and its committees are evaluated at least once a year; 
  • establish a constructive relationship with the Chief Executive Officer , providing support and guidance while respecting executive responsibility; and
  • lead the ongoing monitoring and annual evaluation of the performance of the Chief Executive Officer.

The Deputy Chairman

It is the responsibility of the Deputy Chairman to:

  • provide support and guidance to the Chairman; 
  • deputise for the Chairman, as may be required; and
  • be the Chair of the Nomination Committee.

The Senior Independent Director

It is the responsibility of the Senior Independent Director to:

  • be available to shareholders if they have concerns which have not or cannot be resolved through contact with the Chairman, Chief Executive Officer or Chief Financial Officer, or for which such contact is not appropriate; 
  • lead the non-executive directors in evaluating annually the performance of the Chairman, and in doing so take account the views of the executive directors; and
  • attend sufficient meetings with major shareholders to gain a balanced understanding of the issues which are important to such shareholders and any concerns that they may have.

The Chief Executive Officer

It is the responsibility of the Chief Executive Officer to:

  • manage the day to day business of the Company, taking account of the policies and directions of the Board and its committees; 
  • be accountable to the Board for the development of the Company and its operations; 
  • submit to the Board for its approval, in accordance with the Board’s Reserve Powers, objectives, policies and strategies for the Company; 
  • ensure that such actions are taken as are necessary to secure the timely and effective implementation of the objectives, policies and strategies set by the Board and of other decisions taken by the Board or by its committees on its behalf; 
  • act as Chairman of the Executive Committee, set agendas, taking full account of the issues and concerns of members of the Executive Committee, and ensure that members of the Executive Committee receive clear and timely information; 
  • monitor and address the development needs of members of the Executive Committee and ensure that the performance of individuals is evaluated at least once a year; 
  • ensure an effective dialogue between the executives and the Board and in particular ensure that the Chairman and the Board are regularly updated on matters affecting the Company’s performance, competitive position and risk profile; and
  • meet regularly with investors and media.

Related links

Discover more about Shire using these related links.