Reference no: EM133034447

Question - Hades Limited (Hades) is a recently listed biotechnology company. Its board meetings often overran because of the prolonged questioning by its independent non-executive directors (INEDs). The company's chief engineers had to attend a part of almost each board meeting to answer their technical questions. All INEDs have complained about the volume and complexity of the board papers and that there was insufficient time to fully digest the information prior to the board-level meetings, and also that the meetings were often scheduled very close in time. Hilary, the non-executive chairperson of the board of directors, is thinking how to enhance the board's efficiency.

Hilary is also concerned that too much decision-making has been delegated by the board to the executive management team, led by the chief executive officer (CEO) who is the other co-founder of Hades. Hilary thinks that more key decisions should be taken at the board level, and that the board should meet more frequently than every three months as required by the Corporate Governance Code.

Last week, the audit committee (comprising only of INEDs) received an anonymous whistle-blowing complaint about Ken's involvement in manipulating the financial statements (Ken is the chief financial officer (CFO)). The audit committee has considered the evidence provided by the whistle-blower, and suggested to Hilary in confidence that the board should set up an independent committee to investigate into the matter with the assistance of company's general counsel and external auditors.

Describe the principal roles and duties that the chairperson must fulfil in corporate governance.