Who’s Who in the Boardroom?

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This board briefing aims to present an overview of the various roles which are often present on any board.

Chair / Chairman / Chairperson

The chair is the person who leads the board. The chair runs board meetings and ensures all agenda items are considered. The chair is the team leader for the board, and is responsible for getting the most out of each individual board member.

Non-Executive Directors (NEDs)

A non-executive director is a director who is not employed in the day-to- day operations of a organisation. The role of a non-executive director  is to ensure the organisation is effectively governed, and to lead on planning and policy making and representing the interests of the body and its stakeholders.

Executive Directors

An executive director is a director who is a member of the board and is employed by an organisation and has a specific role such as director of operations, finance, marketing etc.

Company Secretary / Secretary

Since the introduction of the Companies Act 2006, the role of Company Secretary is no longer a legal requirement, except for public companies. A Company Secretary is responsible for ensuring the organisation’s legal and statutory obligations are fulfilled.

Chair of the Audit and Risk Committee

The chair of the Audit and Risk Committee is responsible for making recommendations to the board with respect to the company’s internal and external audit and risk management framework. This is an important role which helps ensure the company complies with its legal and statutory obligations. However, it is the collective responsibility of the board to act on these recommendations.


The minute-taker is responsible for accurately recording all relevant decisions taken at each board meeting.

Chief Executive / CEO

The chief executive is the most senior officer within an organisation and is responsible for the day-to-day operations and performance of the company. The chief executive ensures implementation of the strategic plan and company policies as determined by the board. The CEO may or may not be a board member and it is important that everyone at the meeting knows the status of all attendees.


From time to time your organisation may employ advisers to provide specific guidance to the board and staff. While they may attend board meetings to present this advice, they do not have voting rights and responsibility for decision-making remains with the board.

Further information

Is this an area of concern for you? Contact Leading Governance for more help.