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 the committees thereof, 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.

As a general principle, the chair of the management body should be a non-executive member. Where the chair is permitted to assume executive duties, the institution should have measures in place to mitigate any adverse impact on the institution ’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). In particular, in accordance with Article 88(1)(e) of Directive 2013/36/EU, the chair of the management body in its supervisory function of an institution must not exercise simultaneously the functions of a CEO within the same institution, unless justified by the institution and authorised by competent authorities.

The chair should set meeting agendas and ensure that strategic issues are discussed with 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.