The role of the Board is to determine detailed strategy and future direction and to monitor operational and financial performance. Essentially, the Board is concerned with the Chamber’s achievements and performance, its revenue, its expenditure and the impact that the Chamber has on its members’ ability to compete effectively in their respective market places.
The Board delegates the day-to-day decision making process and company management responsibilities to the Chief Executive, as these are duties critical to the continued effective operation of the business.
The Companies Act 2006 requires each Director to act in a way that they consider in good faith, would most likely promote the success of the Chamber for the benefit of its members as a whole. In performing the above duty the Directors must give some consideration as to how their decisions affect the wider interests of its employees, the community, the environment, its suppliers, as well as other factors.
The right to appoint and dismiss Auditors is a duty reserved solely for the Board of Directors itself. Similarly, the appointment and dismissal of Directors is solely the responsibility of Council.
DIRECTORS OF THE BOARD
The Chamber’s Board is unusual in that it is comprised almost entirely of non-remunerated, Non-Executive Directors, with only one Executive Director of the company.
Directors of Staffordshire Chambers are expected to carry out their duties to the highest standards of professionalism and integrity, bringing to the organisation wide experience, independent judgment and critical detachment. Directors are expected to regularly attend meetings of the Board and any sub-committee to which they are appointed, together with other meetings and events where their presence could be reasonably expected. Directors should enhance their effectiveness and knowledge of the Chamber through training or other appropriate means.
To prevent potential misunderstandings, on appointment each Director is required to provide the Company Secretary with a documented list of his/her business activities, updated annually, which could give rise to a conflict of interest when carrying out his/her duties as a Director of the Chamber. These will be recorded formally and made available if requested by a member of the Chamber. Changes to this declaration must be submitted promptly.
Directors must also take care not to disclose confidential information relating to the Chamber, its members, suppliers, business partners, staff or others outside of the organisation.
Following each Annual General Meeting (AGM) one third of the Directors (save for the Chief Executive) or, if their number is not a multiple of three, then the number nearest one third shall be subject to retirement by rotation. The Directors to retire by rotation in each year shall be those who have been longest in office since their last appointment or re-appointment. For any persons who became Directors on the same day, those to retire shall (unless they agree otherwise amongst themselves) be determined by lot.
A Director not attending 50% of any such meetings in any one calendar year shall be required to offer his/her resignation. The President will review his/her commitment to the Board and will have discretion to accept or reject the offer. The Company Secretary will maintain a Record of Attendance and will advise the Director/President as appropriate.