ROLES & RESPONSIBILITIES

OF
CENTRAL
MANAGEMENT

Presented By:
Amrita Gupta
Amulya Beri
Anmol Saini
Aranya Biswas
Danish Ahmed
Dibyanshu
Gagandeep Singh

BOARD
OF
DIRECTO
RS
CHIEF
EXECUTI
VE
OFFICER

CENTRAL
MANAGEMENT

CEO & BOARD of DIRECTOR of

INFOSYS:

Dr. Vishal Sikka

CEO & MD

Carol M. Browner
Prof. John W. Etchemendy

R Seshasayee

K. V. Kamath
Chairman of the Board

Pravin Rao
COO

Roopa Kudva

Kiran Mazumdar Shaw

Jeffrey Sean Lehman

Ravi Venkatesan

SOURCE : http://www.infosys.com/about/management-profiles/Pages/in

Vision

Defining Vision
description of something in the future
mental perception of the kind of environment an individual, or an organization,
aspires to create within a broad time horizon and the underlying conditions for the
actualization of this perception

Strategic intent should lead to an end.

That end is the vision of an organization or an individual.

It is what the firm or a person would ultimately like to become.

Examples
BSNL Vision Statement
To become the largest telecom service
provider in Asia.
Walt Disney vision Statement
Make people happy

Benefits of having a vision

Good visions are inspiring and exhilarating.
Good vision foster long term thinking.
Good vision foster risk-taking and experimentation.
Good vision help in the creation of a common identity and
a shared sense of purpose.
Good visions are competitive, original and unique.
Good visions represent integrity, they are truly genuine
and can be used for the benefit of people.

Vision Statement
A vision statement answers the question,
What will success look like?
The pursuit of this image of success is what motivates people to
work together.
Example vision statement

Infosys
Vision To be a globally respected corporation that provides best-of-breed business
solutions, leveraging technology, delivered by best-in-class people."

Mission
Organizations relate their existence to satisfying a particular need of the
society. They do it in terms of their mission.
Mission

is

statement

which

defines

the

role

that

an

organization plays in a society.

It refers to the particular need of that society for instance, its
information needs.
Defining Mission
essential purpose of the organization, concerning particularly why it is in
existence, the nature of the business it is in, and the customers it seeks to
serve and satisfy.
purpose or reason for the organizations existence.
mission is an enduring statement of purpose that distinguishes

In short the mission describes the product,

market and technological areas of emphasis
forCharacteristics
the business.
1. Feasible
2. Precise
3. Clear
4. Motivating
5. Distinctive
6. Indicates major components of
strategy

Mission Statement
A

mission

statement

is

an

enduring

statement

of

purpose

that

distinguishes one business from other similar firms. A mission statement

identifies the scope of a firms operations in product and market terms.
BSNL mission
To provide world class state of art technology telecom services to its
customers on demand at competitive prices.
To provide world class telecom infrastructure in its area of operation and to
contribute to the growth of countrys economy.

The mission statement of an organization is

normally short, to the point, and contains the
following elements:
Provides a concise statement of why the
organization exists, and what it is to
achieve;
States the purpose and identity of the
organization;
Defines

the

philosophy; and

institution's

values

and

Infosys
Mission
"To achieve our
objectives in an environment of
fairness, honesty, and courtesy
towards
our
clients,
employees,
vendors
and
society at large."

A Vision statement describes what

the organization would like to become.

A Mission statement describes what

the organization is now.

Example Mission Statements

Wal-Mart "To give ordinary folk the chance
to buy the same thing as rich people."
Google's

mission

is

to

organize

the

world's information and make it universally

accessible and useful.

BOARD OF DIRECTORS

According to Companies Act, 2013, Board of Directors or Board in

relation to a company, means the collective body of the directors
of the company.

Body of elected or appointed members who jointly oversee the

activities of companyororganization. Other names
includeboard of governors,board of managers,board of
regents,board of trustees, andboard of visitors.

Their activities are determined by the powers, duties, and

responsibilities delegated to it.

In astock corporation : board is elected by theshareholdersand

is the highestauthorityin the management of the corporation.

In anon-stock corporationwith no general voting membership,

the board is the supreme governing body of the institution;its
members are sometimes chosen by the board itself

The Board is the highest policy-making body in a corporation.

exercises and discharges its responsibility of high-level policy

formulation, monitoring and evaluation, and control using Corporate
Governance system

A Board of Directors (BOD) is composed of members who are appointed

or elected by the general shareholder membership

The BOD members are elected by shareholders of record during the

Annual Meeting of the corporation.

Term of office is one (1) year.

All elected directors must own at least one (1) share of stock of the
corporation

Responsibilities of Boards of Directors

In order of importance:

Setting corporate strategy, overall direction, mission &

vision

Hiring & firing of CEO & top management

Controlling, monitoring or supervising top management

Reviewing & approving the use of resources

Caring of shareholders interest

Responsibilities of Boards of Directors

With respect to INDIA
1. Determination of board functions.
2. Setting values, mission and vision statement for the organization.
3. Responsibility to prepare strategic plan, operating plan and budget.
4. Responsibility to ensure that the company has adequate resources to meet its
objectives.
5. Responsibility to monitor and progress towards achieving the agreed objectives.
6. Responsibility to prepare work plan for the year with monthly benchmarks and
timelines.
7. Responsibility to mentor, monitor and evaluate the CEO.
8. Responsibility to ensure compliance and disclosure to various acts and laws.
9. Responsibility to communicate with stakeholders.
10.Others include setting performance objectives, monitoring corporate performance,
overseeing M & A and capital expenditures.

Role of Board of Directors

Monitor

Evaluate and influence

Initiate and determine

Duties & Functions of Boards of Directors

governing the organization;

selecting, appointing, supporting and

reviewing the performance of thechief
executive;

ensuring the availability of adequate

financial resources;

approving annual budgets;

accounting to thestakeholdersfor the

organization's performance;

setting the salaries and compensation of

company management;

Ensure a high standard of best practice

for the corporation

Types of Directors

Inside director

Outside Director

Executive director

Non-Executive Director

Shadow director

McKinsey Global 2011 Survey result:

Directors say their boards are now spending roughly:

Strategy(development & analysis of strategies):

23%

Execution (prioritizing programs & approving M&A):

22%

Performance management(incentives & measuring performance):

Core governance & compliance(nomination, compensation, audits):

Business risk management:

14%

Talent management:
10%

18%
14%

CEO :According to Section 2(18) Indian Companies Act 2013,

Chief Executive Officer means an officer of a company who has been

designated as such by it .

CEO
Primary responsibility handle day-to-day operations
Oversee staff
Provide direction to the organisation
Report to Board
Manage clients

The CEO is :

delegated by the board, when it is established as a body, to have full

administrative and representational powers.

in charge of all the Company's departments

directs their operation

makes the necessary decisions in the framework

CEO ROLES

31
1. Leader

Advises the Board

Advocates/promotes organization and stakeholder change related to the mission
Supports motivation of staff in products/programs & operations
2.Visionary/information bearer
Ensures staff & Board have sufficient & up-to-date information
Looks to future for change
Acts as a Liaison between Board & staff
3. Decision maker
Formulates policy & planning recommendations to Board
Decides or guides actions of staff
4. Manager
Oversees operations of organization
Implements plans
Manages human resources of organization
Manages financial and physical resources

Duties:

Setting strategy and vision :

- decides,
- sets budgets,
- forms partnerships
- hires a team

Building culture :
Culture is built in dozens of ways, and the CEO sets the tone.
Every actionor inactionsends cultural messages .
Clothes send signals about how formal the workplace is.
Who he/ she talks to signals who is and isnt important.
How she treats mistakes (feedback or failure?) sends signals about risk-taking.
Who he/she fires, what she puts up with, and what he/she rewards shape the culture
powerfully.

Team-building :

The CEO hires, fires, and leads the senior management team.

Sets direction by communicating the strategy and vision

Strategy sets a direction.

If vision iswherethe company is going,values tellhowthe company gets

there.Values outline acceptable behaviour. The CEO conveys values through
actions and reactions to others.

Provide Proper Resources :

The CEO sets budgets within the firm.

Funds projects which support the strategy, and puts off

money or dont support the strategy.

Considers carefully the companys major expenditures, andmanages the firms

capital.

projects which lose

Key Responsibilities :
1. Own the vision.ACEO should determine and communicate the organizations
strategic direction. Until that's settled, making decisions about anything else at
the business is difficult. And without this, the company is merely a collection of
people pursuing individual goals, guided by their own values.
While other people may help shape the strategic vision, the CEO must be able to
describe it in a clear, engaging and exciting way for all stakeholders. All the
players in the organization should understand how this direction affects their job
and daily responsibilities. Everything the CEO does should support this vision.

2. Provide the proper resources.Only the CEO can perform the task of
balancing resources -- the two most important ones being capital and people. The
CEO must make both available in the proper quantities and at the right time for
the company to succeed.
All executives have experience dealing with budgets and allocating resources.
But the CEO's job involves keeping a proper balance of resources for all the
disparate groups and initiatives, according to the companys goals. Skill in
making such decisions requires a deep understanding of all aspects of the
business as well as a clear vision.

Putting the right people in the right positions with the right training is probably
the single most important thing a CEO can do. With the right team, all things are
possible. With the wrong team, nothing else matters.

3. Build the culture.Culture is the set of shared attitudes, goals, behaviors

and values that characterize a group. It adds up to how things get done at a
company and influences the entirety of the employee experience and thus the
customer experience. Every organized group of individuals develops a culture -whether it's explicitly recognized or not -- and the CEO must constantly observe
and be involved to achieve the desired culture.

The most critical part of culture is values: The CEO ensures that those values
are applied consistently from top to bottom, across all departments. A good
culture makes people feel safe and respected, enabling them to perform at
their best.

4. Make good decisions.Anew CEO is often surprised by the breadth of

issues confronting him (or her). One minute the CEO is discussing a new
product, the next a human resources issue -- and then along comes a legal
issue. It's impossible for anyone to be an expert in all aspects of the business,
yet the CEO is the person tasked with making the decisions. Many problem
require a solution that will end up affecting multiple departments, and only the
CEO is empowered to take such an action. Everyone else can pass the buck
from time to time, but the CEO will make the final call when no one else will or
can.

5. Oversee and deliver the company's performance.Everyone agrees that

the CEO is ultimately responsible for a companys performance. To be successful,
he or she must take an active role in driving that performance. This requires
maintaining a keen awareness of the firm's industry and market and being in touch
with the core business functions to ensure the proper execution of tasks. The CEO
also serves as the interface between internal operations and external stakeholders.
He or she needs to ascertain how different stakeholders expect the company to
perform, interpret this for internal teams and then be sure the proper metrics
accurately gauge performance. You get what you measure is an apt adage. The
CEO sets the bar for the level of performance to be reached, regardless of the
company's size, type, circumstances or stakeholders.
Some CEOs might find be content to sit back and let the job arrive at their
doorstep; after all, there are always tactical things that need to be done. But
successful CEOs plan how they spend their time, according to the above
responsibilities (and not just tend to urgent to-dos). To successfully grow a
company, the CEO should have a clear picture of how to fulfill these functions that
only he or she can do, prioritize them and find balance when dealing with the
onslaught of issues.

HOW a CEO WORKS:

Set goals
Develop Tasks
Implement them
Monitor them
Evaluate them
Report

The CEO may transfer a part of his/her competences stipulated by the law and
the Company's Articles of Association to other members of the board, the
executive directors, managers or other company employees.

When absent or incapable to attend the CEO shall be replaced by the

Chairman of the Board, provided that the function of Chief Executive does not
coincide with being Chairman of the Board; in any other case, by a person
appointed by the Board, following a suggestion of the CEO.

If the relationship of the Chief Executive with the Company is terminated on

any grounds, the board decides upon filling-in the position until a replacement
is selected.

FOUNDATION
-- Why you exist
Company purpose
Core company values
Is your company culture working for you or against?
Public agenda
Actions reinforcing core company values
Objective SWOT
Celebration & reward system
Clear understanding of how leadership team is motivated to
enhance

 MARKET
Who buys from you
Competitive positioning
Competitive advantage
Brand strategy
Pricing strategy
Distribution strategy
PEOPLE
Who makes it happen
Strengths & weaknesses
Managing emotions

 Reliance Industries

Mukesh Ambani

Tata Group -

Cyrus P Mistry

ICICI Bank
Wipro

Chanda Kochar

AV Birla Group
Bharti Enterprises

Mr. Thomas Varghese

ONGC

T K Kurien
Sunil Mittal

Dinesh K Sarraf

Dr. Reddys Labs

G V Prasad

Jet Airways

Cramer Ball

ITC
Kotak Mahindra Bank
HDFC Bank

Yogesh C Deveshwar
Aditya Puri

Bombay Dyeing -

Debashis H Poddar

Uday Kotak

Successful governance performance requires a successful

partnership between board and chief executive. It is a reciprocal
relationship. While the board has reasonable expectations of
the chief executive so too does the chief executive have
reasonable expectations of the board. Every board must know
what it takes to find and keep motivated the best chief
executive they can afford to get.

Thank You