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Can a Board Meet Without the CEO

Board meetings generally follow a set procedure. In this case, each participant in the meeting has a role in the conduct of the meetings. The most important people at a board meeting are the CEO, who often acts as the chairman of the meeting, and the board secretary. Nevertheless, it is not always possible to comply with the requirements of the meeting procedure and ensure the participation of the key persons at the meeting. We suggest looking at one of the typical situations and figuring out can a board meets without the CEO and still maintain its effectiveness.

What is the role of the CEO at a board meeting?

The CEO is a key figure in the company. His responsibilities include many tasks, among them:

  1. Managing the performance of the company at all levels. The CEO must monitor performance, distribute work assignments to different structural parts of the company to ensure its normal working rhythm.
  2. Personnel matters. No employee can be hired by the company without the approval of the CEO. He also defines the needs of the company in personnel resources or the necessity of their optimization.
  3. Financial management. To ensure the stability of the company, it is necessary to keep track of its performance, including monitoring profits and losses. It is the responsibility of the CEO to track the company’s financial performance.
  4. Representation. It is the CEO who performs representative functions, being a kind of “face” of the company in business relations and communications with third parties.

In addition, the General Director is a link between the executive and managing structures of the company. His participation in meetings of the board of directors is often indispensable since he has all the information about the work of the company and can explain any questions.

Can there be a board meeting without the executive director?

In relation to the Chief Executive Officer, the Board plays a supervisory role in making sure he performs his duties well. In particular, the board of directors has the right to:

  1. Supervise the CEO’s activities. This is to ensure the stability of the company, as well as to make sure that the CEO does not abuse his or her position, acts within the law and the company’s charter, and adheres to the company’s approved development strategies.
  2. Appoint or dismiss a director from his or her position. It is the board of directors that appoints the CEO by its decisions. The board also selects the most suitable candidates for the position.
  3. Setting the financial security. Not only the nomination of the CEO but also his or her salary, bonuses, and other financial rewards depend upon the board’s decisions. The board of directors may reduce payments in the event of impropriety.

The CEO’s attendance at board meetings is often necessary, but he does not always serve in any important leadership roles. Rather, he may participate as an advisor or respond to breaches of his duties. Therefore, meetings of the board of directors can easily do without the general director. However, preparations for it may be difficult without his participation.