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In the United States, the board of directors (elected by the shareholders) is often equivalent to the supervisory board, while the executive board may often be known as the executive committee (operating committee or executive council), composed of the CEO and their direct reports (other C-level officers, division/subsidiary heads).
The most senior roles, marked by signing authority, are often referred to as "C-level", "C-suite" or "CxO" positions because many of them start with the word "chief". [2] Many positions at this level report to a president or chief executive officer, or to a company's board of directors. [3]
There are considerable variations in the composition and responsibilities of corporate titles. Within the corporate office or corporate center of a corporation, some corporations have a chairman and chief executive officer (CEO) as the top-ranking executive, while the number two is the president and chief operating officer (COO); other corporations have a president and CEO but no official deputy.
(A group of companies may each have their own individual executive boards, for example). The president of the executive board (i.e., the CEO) and the position's role are determined by the supervisory board. German law permits, but does not require, executive board members to elect a president/CEO from among their number.
In the two-tiered board, the executive board, made up of company executives, generally runs day-to-day operations while the supervisory board, made up entirely of non-executive directors who represent shareholders and employees, hires and fires the members of the executive board, determines their compensation, and reviews major business decisions.
The non-executive chair's duties are typically limited to matters directly related to the board, such as: [36] Chairing the meetings of the board. Organizing and coordinating the board's activities, such as by setting its annual agenda. Reviewing and evaluating the performance of the CEO and the other board members.
A non-executive director (abbreviated to non-exec, NED or NXD), independent director or external director is a member of the board of directors of a corporation, such as a company, cooperative or non-government organization, but not a member of the executive management team.
Executive managers hold executive powers delegated to them with and by authority of a board of directors and/or the shareholders.Generally, higher levels of responsibility exist, such as a board of directors and those who own the company (shareholders), but they focus on managing the senior or executive management instead of on the day-to-day activities of the business.