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ROLES & RESPONSIBILITIES OFCENTRAL MANAGEMENTPresented By:Amrita GuptaAmulya BeriAnmol SainiAranya BiswasDanish AhmedDibyanshuGagandeep Singh

CEO & BOARD of DIRECTOR of INFOSYS:

Dr. Vishal SikkaCEO & MD

Pravin RaoCOO

K. V. Kamath Chairman of the Board

Carol M. BrownerProf. John W. EtchemendyRoopa Kudva Jeffrey Sean Lehman R SeshasayeeKiran Mazumdar ShawRavi VenkatesanSOURCE : http://www.infosys.com/about/management-profiles/Pages/index.aspxVision

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.

Defining Vision

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." MissionOrganizations relate their existence to satisfying a particular need of the society. They do it in terms of their mission.Mission is a 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 one firm from other similar firm.In short the mission describes the product, market and technological areas of emphasis for the business.Characteristics FeasiblePreciseClearMotivatingDistinctiveIndicates major components of strategyMission 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 institution's values and philosophy; andDescribes how the organization will serve those affected by its work.Strategic Business Planning for Commercial ProducersStrategic Direction Purdue University, Center for Food and Agricultural Business, 200213Mission statements say why the business is unique. A mission statement is not developed exclusively by the general manager. It is a collaborative effort and is developed by the management team and line staff. In short, it is developed by those who will live by it, enforce it, and ensure its success. How the mission statement is developed is as important as the statement itself. The process seeks inclusion, values all input, and works by consensus building. The mission belongs to all employees, not just the general manager.

It should evoke some personal response. It needs to be worked on until it gets to be so clear that reminding yourself of it will keep you, on a really bad day, from walking out and quitting.

Research has shown that people who have an understanding or reason for what they are doing, do much better in times of stress. This sense of coherence or mission helps people focus and endure challenges that stand in the way of their realizing their vision. With a clear mission, people know what is important to them and can focus their activity. They can be strategic and pick priorities rather than be reactive.

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 DIRECTORSAccording 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 systemA Board of Directors (BOD) is composed of members who are appointed or elected by the general shareholder membershipThe 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 corporationIn order of importance: Setting corporate strategy, overall direction, mission & visionHiring & firing of CEO & top managementControlling, monitoring or supervising top managementReviewing & approving the use of resourcesCaring of shareholders interest

Responsibilities of Boards of Directors

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

Responsibilities of Boards of DirectorsWith respect to INDIA Role of Board of DirectorsMonitorEvaluate and influenceInitiate and determine

Monitor: By acting through this committee, a board can keep abreast of developments inside and outside the corporation, bringing to the management attention developments it might have overlooked

Evaluate & influence: board can examine management proposals, decisions & actions , agree or disagree with them , give advice, offer suggestions & outline alternatives. More active board perform this task in addition to monitoring

I&D: a board can delineate (describe or set forth) a corporation mission & vision & specify strategic options to its management . Most active board take this task in addition to other two.22Duties & Functions of Boards of Directorsgoverning 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

1. by establishing broad policies and objectives23

This shows degree of involvement of BOARD in strategic management. Board can range from a phantom board to catalyst board. Highly involved board tends to b very active. They takes their task of monitoring, influencing, initiating & determining very seriously. Provide management their advice & keep them alert24Types of DirectorsInside directorOutside DirectorExecutive directorNon-Executive DirectorShadow director

Inside director- a director who, in addition to serving on the board, has a meaningful connection to the organization. Director who is also an employee, officer (CEO,CFO)Outside director- a director who, other than serving on the board, has no meaningful connections to the organization. Bring outside experience. For handling disputes

Executive director- an inside director who is also an executive with the organization. The term is also used, in a completely different sense, to refer to a CEONon-executive director- a director who is not an executive with the organizationShadow director- an individual who is not a named director but who nevertheless directs or controls the organization

25McKinsey 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): 18%Core governance & compliance(nomination, compensation, audits): 14%Business risk management: 14%Talent management: 10%

The highest ranking executive in a company whose main responsibilities include developing and implementing high-level strategies, making major corporate decisions, managing the overall operations and resources of a company, and acting as the main point of communication between the board of directors and the corporate operations. The CEO will often have a position on the board, and in some cases is even the chair27CEO :-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 .

The Chief Executive Officer (hereafter CEO) is a member of the Company's Board of Directors and his/her function can be combined with the function of Chairman of the Board.The Chief Executive Officer (CEO) is the officer who has ultimate management responsibility for an organization. The CEO reports directly to the Board of Directors and appoints other managersto assist in carrying out the responsibilities of the organization.

28CEOPrimary responsibility handle day-to-day operationsOversee staffProvide direction to the organisationReport to BoardManage 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

set out by the applicable legislation, the Articles of Association, the regulations governing the Company's function, the approved projects and budgets, as well as board decisions.

30 CEO ROLES311. LeaderAdvises the BoardAdvocates/promotes organization and stakeholder change related to the missionSupports motivation of staff in products/programs & operations2.Visionary/information bearerEnsures staff & Board have sufficient & up-to-date informationLooks to future for changeActs as a Liaison between Board & staff3. Decision makerFormulates policy & planning recommendations to BoardDecides or guides actions of staff4. ManagerOversees operations of organizationImplements plansManages human resources of organizationManages financial and physical resources

31.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.

Duties:32Team-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 projects which lose money or dont support the strategy.Considers carefully the companys major expenditures, andmanages the firms capital.

Dont underestimate the power of setting direction. In 1991, at Intuits new employee orientation, CEO Scott Cook presented his vision of Intuit as the center of computerized personal finance. Intuit had just 120 employees and one product. Ten years later, its a billion-dollar company with thousands of employees and dozens of products. Worldwide, it is the winner in personal finance The success is due in no small part to every Intuit employee knowing and sharing the companys vision and strategy.

33Key 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.CEOs have five key responsibilities, no matter the company's size, industry or geography. Only the chief executive -- who has a holistic view of the firm -- can take on these duties34.3. 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.

Why was the health condition of Steve Jobs former Apple CEO, front page news in the tech world? Basically, it's because of the reasons we laid out on the last page -- the CEO is the lifeblood of a company. He or she sets the direction of a corporation, and shareholders don't want to hold on to the stock of a directionless company for long. Jobs himself is a great example of this because many credited him with saving Apple from the brink ofbankruptcyand subsequently raising it to enormous success. Jobs stepped down from the role of CEO in 2011 and passed away in October of that year. Now that he's gone, some fear the company might sink yet again. To see evidence of how much a company hinges on its CEO, note how Apple's shares dipped at the mere rumor of Jobs' remission into ill health [source:Reuters]. In January 2009, news surfaced of Steve Jobs taking a leave of absence from his position at Apple. The announcement was enough to institute a temporary halt on the trading of Apple stock. To calm investors, Jobs appointed COO Tim Cook to take over daily operations for him during his leave. Today, Tim Cook is the official CEO of Apple. On Oct. 6, 2011, the day after Steve Jobs passed away, Apple stock dipped 7 percent in early trading before rebounding to just 0.23-percent lower than its closing price on Oct. 5, 2011. Even though Jobs was no longer CEO at that point, his death had a large impact on the company36HOW 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 enhanceMARKET Who buys from you Competitive positioning Competitive advantage Brand strategy Pricing strategy Distribution strategy

PEOPLE Who makes it happen Strengths & weaknesses Managing emotions Cognitive orientation in business and society Motivation Interaction with others Emotional quotient.Reliance Industries Mukesh AmbaniTata Group - Cyrus P MistryICICI Bank Chanda KocharWipro T K KurienAV Birla Group Mr. Thomas VargheseBharti Enterprises Sunil MittalONGC Dinesh K SarrafDr. Reddys Labs G V PrasadJet Airways Cramer BallITC Yogesh C DeveshwarKotak Mahindra Bank Uday KotakHDFC Bank Aditya PuriBombay Dyeing - Debashis H Poddar

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

2/5/201543