A board officer is a company individual tasked with a specific job or responsibility. It is a leadership position on the board and examples of officers include the chair, vice-chair, president and secretary.
Common board officer positions
These are the common positions of officers on a board of directors:
The Chief Executive Officer is the company’s highest-ranking executive responsible for its business operations at every level. They report directly to the board.
The Chief Operations Officer is the CEO’s second in command. They oversee the company’s daily business activities and ensure their alignment with the overall business model. They report directly to the CEO.
The Chief Financial Officer, or treasurer, is in charge of managing the company finances. They assess financial risks, devise fiscal strategies and oversee audits.
The chair presides over the board. They can be an executive, such as a former CEO, or a non-executive member while observing the same responsibilities — leading the board as a unit, facilitating board meetings and supervising the CEO.
The vice-chair may or may not hold office. They have to be present in all board meetings and supervise the assessment of the board.
The board secretary serves as the wider organisation’s officer responsible for documenting, planning and convening board meetings and compiling board packs.
Responsibilities of board officers
The responsibilities and duties of board officers should be outlined in the bye-laws of the company. Board officers shall also perform the day-to-day duties and action items assigned to them by the board of directors depending on their specific roles.
Election or appointment of board officers
The board typically elects a chair, vice-chair and other board officer positions. The governance and nominating committee shortlist the nominees.
Board officers generally hold office for terms of one or two years, but can stay in post for longer under some circumstances. If an officer fails to finish their term for any reason, the board chooses a successor to balance their term at the next regular meeting.
Relationship between officers and the board
The board officers of a company are the means through which the entire board of directors acts. The board finalises all important decisions and assigns them to the appropriate officers to be executed. They undertake the duties as prescribed by the board of directors, and in accordance with the company bye-laws.
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