4 Role of the chair of the management body

The chair of the management body should lead the management body, contribute to an efficient flow of information within the management body and between the management body and its committees, where established, and should be responsible for its effective overall functioning.

The chair should encourage and promote open and critical discussion and ensure that dissenting views can be expressed and discussed within the decision-making process.

Where the chair is permitted to assume executive duties, the investment firm should have measures in place to mitigate any adverse impact on the investment firm ’s checks and balances (e.g. by designating a lead board member or a senior independent board member, or by having a larger number of non-executive members within the management body in its supervisory function). The chair of the management body in its supervisory function at an investment firm must not simultaneously exercise the functions of a CEO within the same investment firm, unless justified by the investment firm and authorised by competent authorities.

The chair should set meeting agendas and ensure that strategic issues are discussed as a priority. He or she should ensure that decisions of the management body are taken on a sound and well-informed basis and that documents and information are received in enough time before the meeting.

The chair of the management body should contribute to a clear allocation of duties between members of the management body and the existence of an efficient flow of information between them in order to allow the members of the management body in its supervisory function to constructively contribute to discussions and to cast their votes on a sound and well-informed basis.