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CGOV.4:2 - Problem

A chart can place the board above the chief executive while saying little about their work. Directors then choose suppliers instead of examining the investment case, or approve a strategy without receiving its material alternatives. Executives may wait for guidance that the board expects them to propose.

A person can also contribute in different capacities. An executive director prepares a management recommendation and participates in the board’s deliberation under the duties of that office. Treating the person’s several contributions as one undifferentiated permission obscures both responsibility and challenge.