Whose Call
Twelve decisions, four places they could belong. The trap is that pulling a decision up to the full board feels like diligence, and it is how a board ends up unable to hold anyone to account for anything.
1. Appointing the chief executive.
2. Setting the chief executive's individual package, within a remuneration policy already approved.
3. Choosing the vendor for a new payroll system, within an approved budget.
4. Electing directors.
5. Approving the annual risk appetite statement.
6. Approving the annual internal audit plan and its coverage.
7. Amending the articles of association or corporate charter.
8. Deciding the sequencing of a transformation programme the board has already approved.
9. Approving the annual report and accounts for filing.
10. Deciding which candidates to interview for a non-executive vacancy.
11. Approving a merger that meets the threshold requiring shareholder consent.
12. Setting prices for a product line, within an approved strategy.
Answers follow the mainstream listed-company split, and the boundary between board, committee and shareholder moves with jurisdiction, constitution and listing rules — remuneration in particular. Educational: your own articles and terms of reference are the authority, and the point of the drill is the habit of asking who is accountable before asking what is decided.