CGOV.4:5.2 - One person contributes as executive and director

A chief executive also sits on a unitary board. Under the supplied arrangement, management prepares operating forecasts and the board reviews performance and decisions reserved to it. A forecast is missed.

The chief executive explains the forecast and proposes a response in the executive capacity. In board deliberation, the same person participates subject to the duties and conflict rules of the directorship. Other directors need access to the reasons for the miss and a way to question the response. Treating the executive report as the board’s own review would leave that contribution unperformed.