Chairman

The most senior officer in a company, presiding at the annual general meeting and usually at board meetings, with varying degrees of involvement in day-to-day operations.

Definition

The Chairman, also known as chairwoman, chairperson, or simply chair, is the most senior officer of a company. The chairman presides over the *annual general meeting of the company and typically over board meetings. They may either play an active executive role or serve a primarily ceremonial function, depending on the company’s structure and size.

In small companies where the chairman holds the majority of shares, they might also carry the title of managing director, undertaking substantial executive responsibilities. In contrast, larger companies might see a retired managing director or an external figure appointed as chairman with no direct involvement in daily operations. In the USA, this role is often referred to as the president.

Examples

  1. Jeff Bezos at Amazon: Initially, Jeff Bezos served as both CEO and Chairman of Amazon. In February 2021, he announced plans to step down as CEO while retaining the chairman role, a move similar to what other founders have done.
  2. Bill Gates at Microsoft: After serving many years as CEO, Bill Gates transitioned to the role of chairman, where he played a significant yet non-executive role until stepping down in 2014.
  3. Warren Buffett at Berkshire Hathaway: Warren Buffett fulfills both the chairman and CEO roles, demonstrating a hands-on approach in leading the company.

Frequently Asked Questions

1. What is the role of a chairman?

  • The chairman presides over board meetings and the annual general meeting, offering leadership and ensuring effective governing of the company. Their involvement in daily activities can vary greatly.

2. Can the chairman and CEO be the same person?

  • Yes, especially in smaller companies, one person can hold both positions. It’s less common in larger firms due to governance and checks and balances.

3. How is a chairman selected?

  • The chairman is usually elected by the board of directors or shareholders during the annual general meeting.

4. Is a chairman’s role primarily executive or non-executive?

  • It depends on the company. In many cases, the role is primarily non-executive, especially if the chairman is a retired managing director or outside figure.

5. What distinguishes a chairman in the USA from other countries?

  • In the USA, the term “president” is often used interchangeably with chairman, though some companies might have both roles with specified responsibilities.
  • Annual General Meeting (AGM): A yearly gathering of a company’s interested shareholders wherein they get necessary updates on company performance and elect the board of directors.
  • Board of Directors: A group of individuals elected to represent shareholders and oversee the activities and decisions of a company.
  • CEO (Chief Executive Officer): The highest-ranking executive in a company, responsible for overall management and decision-making.
  • President (USA context): In some U.S. companies, this term is synonymous with CEO or chairman but can also imply a distinct role in varying contexts.

Online References

  1. Investopedia’s article on Chairman
  2. The CFA Institute’s overview on Corporate Governance
  3. Wikipedia’s entry on Chairman

Suggested Books

  1. “Corporate Governance: Principles, Policies, and Practices” by Bob Tricker.
  2. “Boards That Lead: When to Take Charge, When to Partner, and When to Stay Out of the Way” by Ram Charan, Dennis Carey, and Michael Useem.
  3. “The Board of Directors and Audit Committee Guide to Fiduciary Responsibilities” by Sheila Moran.

Accounting Basics: “Chairman” Fundamentals Quiz

### Who typically presides over the annual general meeting in a company? - [ ] The CEO - [x] The Chairman - [ ] The company's legal advisor - [ ] The head of HR > **Explanation:** The Chairman typically presides over the annual general meeting, guiding the discussions and official proceedings. ### Can a Chairman also act as the CEO in a company? - [x] Yes, especially in smaller companies. - [ ] No, the roles are strictly separate. - [ ] Only in family-owned businesses. - [ ] Only in non-public companies. > **Explanation:** In smaller companies, the Chairman often also fulfills the role of CEO, although in larger companies, these roles are usually separate to ensure good governance practices. ### How is a Chairman typically chosen? - [ ] By employee vote - [x] By the board of directors or shareholders - [ ] Through a lottery - [ ] By the CEO's nomination > **Explanation:** The Chairman is usually elected by the board of directors or the shareholders during the annual general meeting. ### In the USA, what other term is often used interchangeably with Chairman? - [ ] CEO - [x] President - [ ] Director - [ ] Secretary > **Explanation:** In the USA, the term "President" is frequently used interchangeably with Chairman, though roles can vary between organizations. ### Can a non-executive Chairman be a part of daily operations? - [ ] Yes, always. - [ ] No, never. - [x] It depends on the company. - [ ] Only if they begin before noon. > **Explanation:** Whether a non-executive Chairman is part of daily operations depends on the guidelines and structure set by the company. ### What is one common characteristic of a Chairman's role? - [x] Leadership in board meetings - [ ] Daily operational management - [ ] Human resource management - [ ] Marketing and sales strategizing > **Explanation:** A key characteristic of the Chairman’s role is leading board meetings, ensuring that important decisions and discussions are effectively managed. ### What is often a characteristic of a Chairman in large companies? - [ ] Hands-on day-to-day management - [x] A ceremonial or supervisory role - [ ] Head of marketing department - [ ] Chief legal advisor > **Explanation:** In large companies, the Chairman often has a ceremonial or supervisory role rather than being involved in day-to-day management. ### Which term is closer in meaning to 'Chairman' in the context of U.S. corporate structure? - [ ] CFO - [ ] Treasurer - [x] President - [ ] Secretary > **Explanation:** In the U.S., 'President' is a term that is closer in meaning to 'Chairman' and can sometimes be used interchangeably. ### What aspect can vary greatly regarding a Chairman's involvement in a company? - [x] Degree of executive participation - [ ] Report frequency to shareholders - [ ] Audit responsibilities - [ ] Stock options granted > **Explanation:** The degree of executive participation can vary greatly; some Chairmen are heavily involved in daily operations while others have a more ceremonial role.

Thank you for delving into the important role of the Chairman in corporate governance and testing your understanding through our quiz. Keep learning and enhancing your corporate knowledge!


Tuesday, August 6, 2024

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