The Handbook of Board Governance, 2nd Edition

APPENDIX BModel CEO Position Description

Richard Leblanc, CMC, BSc, MBA, LLB, JD, LLM, PhD

Professor of Governance, Law & Ethics, and Director, Master of Financial

Accountability Program, York University; and Independent Governance Advisor

Introduction

To counter and contain a dominant CEO, who may block or unduly influence CEO succession planning, or even to establish proper delegation of authority more generally, a Position Description for the CEO is used by many boards so there is clarity on roles and responsibilities.

This Position Description for the CEO, along with a Position Description for a Board Chair, for Committee Chairs, and for Individual Directors, also establishes the dividing line between governance and management. And, similar to undue influence by a CEO, these other Position Descriptions (see later Appendices) address undue influence (e.g., micro-managing, usurping of authority, over-reliance on one person) by a Chair or a Director.

For public companies, Canada has a requirement for such the foregoing sets of Position Descriptions. (The editor advised on the foregoing in 2005. The United States does not.) Other companies, including not-for-profit and state-owned organizations, are adopting similar position descriptions.

The person who drafts the position description should not be a member of management, or an advisor to management, including law firms who serve management. The incumbent CEO should have an opportunity to review a draft position description ...