Thème 3 - Governance and corporate social responsibility The board of directors acts as the shareholder representatives and is chaired by the board chairman. Chief Executive Officers often have a dual role when they have been elected as chairman, that can generate conflicts of interest. This issue is often being reported in press articles: https://hbr.org/2020/03/why- the- ceo- shouldnt- also- be- the- board- chair Once a year, an annual general meeting is held during which an annual report about the company's performance and strategy is presented. During the meeting shareholders must vote on the appointment of the board of directors, the executive compensation, the dividend payments, and the selection of auditors. Shareholders who cannot physically attend the AGM may vote by proxy, online or by mail. Online AGMs were held during the Covid crisis. The board of directors selects the CEO who will run the organization, and depending on its governance rules the CFO, and a Chief Operating Officer (COO), a Chief Marketing Officer (CMO) and a Chief Information Officer (CIO). The executive committee hire their staff and empower their managers. 172https://www.hbr.org/2020/03/why