In her article CEO Evaluations: Providing Feedback that Makes a Difference, Laura Hay believes that a CEO's performance be assessed on the following criteria:

• Strategy and Vision – How well does the CEO convey the bank’s vision and develop a clear guide for current and future courses of action?
• Leadership – How well does the CEO motivate and energize employees to implement the business strategy and achieve the bank’s vision?
• Innovation/Technology – Does the CEO have a vision for the development of new/better products and services? Is there an IT strategy in place to improve the customer experience and assist in operational and risk management?
• Operating Metrics – Is the bank meeting its current financial objectives? Has progress been made in achieving mid- and long-term financial performance objectives?
• Risk Management – Is the bank adequately managing its risk and receiving satisfactory regulatory reviews?
• People Management – To what extent does the CEO take steps to improve and expand the capabilities of senior managers? Does the CEO’s management style convey a high level of ethics and respect for employees?
• External Relationships – How well does the CEO interact with shareholders, the Board, customers, regulators, media and other stakeholders?

These criteria are is OK as a generic, but I think that most CEOs are appointed for a specific set of objectives in a specific context.

If you believe the article that this is the way that CEOs are assessed, then any CEO reading the article would focus on those few characteristics. Yet his/her board-directed brief is to achieve specific outcomes, and the generic criteria in the article are of lesser importance (not unimportant, but at a certain time, less important.)

It's not that these criteria a wrong; it's that they may, in context, distract from the task at hand.

If we are honest, the criteria specified here are rarely if ever met perfectly by anyone. Where a CEO is lacking (or doesn't have the time) in a particular area, then others are usually used to fill that role/task. That doesn't necessarily mean the CEO falls short, but rather that the CEO might be focussing on 'more important' things at that time (e.g. like survival!)

Ref: http://boardprospects.hivefire.com/articles/612090/ceo-evaluations-providing-feedback-that-makes-a-di/

Just as duality enhances certain perceptions, negative perceptions are similarly engendered. Perceptions such as:

1. There is no oversight: The board is the governance tool used to oversight management and organisational performance. When that body is headed by the person whose performance is oversighted by the body he/she heads, then there exists a profound conflict of interest.

2. Everything done under duality, is possible under split positions managed effectively.

3. A split system offers protections to shareholders or members which duality fails to do.

4. Duality when operating 'effectively' might appear OK for the time being, but when it fails, then it can easily destroy the organisation due to inadequate checks, balances and authorities. This does not deny that split systems don't 'mess up' too, but remedies in split systems can kick-in much faster.

5. Duality implies 'absolute power' within the organisation. As we all know, it takes an incredibly mature, competent and ego-harnessed individual to make it work. These types of people aren't as common as the number of existing duality roles.

Regardless of the organisation being a NFP or FP, philosophically, a CEO should not be a voting member of the governing entity (i.e. the Board) whose responsibility it is to oversight the performance of that CEO.

A voting CEO manages the submissions made to the Board, manages and adjudicates most of the assumptions upon which the submission is based (and which the Board is normally not party to), argues the submission before the Board, and then gets to vote on his/her own handiwork. Therefore, by virtue of this structure, the CEO has enormous power, some of which may be interpreted as self-validating.

It would be much more prudent to remove the voting power to secure a little more objective oversight.

Should organisations be run as benevolent dictatorship?

I suggest that the word 'Should' is misplaced and might be replaced with 'Can'.

If rationality, governance principles, and people-management principles are to be complied with, then benevolent dictatorship is hard to justify. If on the other hand you pursue outcomes while still staying within the legal threshold, then dictatorship may be the way to go.

CEOship, by its very nature, has a dimension of dictatorship anyway. The question is how far can the CEO push his/her judgement and desires without due consultation?

'Can' benevolent dictatorship work? It certainly can work in certain contexts with certain people. Is it a guarantee of outcome - no.

'Should' benevolent dictatorship exist? It depends on the individual, the nature of the organisation and the context; and even then it is no guarantee of outcome.

As with most things in life, there are very few universal truths.

1. How far or deep can a board of directors get involved in judging or influencing the leadership style and the leadership activities of its CEO?

The answer of course is that "it depends." Let us accept firstly the premise that a board appoints its CEO to fulfil certain tasks and to achieve certain outcomes. If the board is rational and competent, it determines the leadership and management skills and attributes needed to satisfy the board's objectives and appoints the best person it can afford who possesses those attributes to the rol. The reason is because such an appointment lowers appointment-risk and increases the likelihood of successfully achieving that which was intended.

Of course, if the board doesn't behave rationaly or competently, then the appointment may be sub-optimal or fail.

When we talk about "leadership and management skills" we inevitably include leadership style and "activities" or management practices. These too vary with the context.

The leadership style required for a predominantly "left-brain" organisation is different to one which is predominantly right-brain. Similarly, what you do and how you do it, from a leadership perspective, will vary, for example depending on whether you are changing an organisational culture, process or other corporate attribute very quickly or slowly (i.e. "big bang" change versus "continuous improvement".) Management style for revolutionary change is quite different to a "steady as she goes" type of change agenda.

To each of these myriad of contexts is applied a "management style" that will work best in that context.

If the CEO doesn't posses in his/her skill-set an ability to apply the optimal "style" then a sub-optimal outcome will occur. Sometimes this sub-optimal/dysfunctional approach can be very painful for an organisation.

The board's role, among other things, is to monitor CEO behaviour and performance. If sub-optimal leadership strategies are being applied within the orgaisation, the board, through the Chairman, should discuss the matter with the CEO in order to understand the issues: why did the CEO use that technique; is the CEO aware of the ramifications of that chosen technique; is the CEO capable of utilising the optimal strategy, etc

If the CEO doesn't satisfy the Chairman/board that they will/can remediate the situation in an acceptable time-frame, then the board may consider this one of the triggers that starts a search for a new CEO.

Remember that a CEO is meant to be "an expert" in dealing with and satisfying the challenges facing the organisation and for which that CEO was appointed. Board "involvement" and "influence" should only be applied when warranted, and that is a very subjective decision.

Unless the board is mature and knowledgable, then they too may misjudge the situation and impose themselves unjustifiably on the CEO when he/she is quite capable of handling the issues.

2. To what extent HR matters ( usually the domain of the CEO) can be treated on board level? 

The importance of HR will vary depending on the corporation, what it does and how it does it. I don't know of any company however that doesn't require people - so the importance of HR, culture, industrial relations, and so on will vary depending on context.

When the management of HR or HR-related issues threatens to destabilise the company, force the company to take on unjustified risk or expense, or when the issue threatens to  tarnish the company's reputation and ability to sustainably transact its business; then the board must interfere to ensure suitable remedies, strategies or solutions are in place. That doesn't mean that the board has to do it, but rather that it is done. If internal staff can't do it, then it's the board's responsibility to ensure that competent outsiders are brought in to "fix it".

3. What are tasks of board committees?

Each board committee (e.g. Audit, Finance, etc) has its own "agenda", own timelines, and its own objectives. The tasks therefore vary depending on those variables.

4. In what way is CEO to be involved in choosing his own successor etc?

It will vary from context to context. If the CEO has been successful, respected and is, say retiring on good terms or has been head-hunted into a new prestigeous role, then I suspect he/she will be actively involved in their own replacement.

If on the other-hand the incumbent has failed in his/her role, why would a board seek his/her involvement in the replacement?

One needs to differentiate between succession planning and the triggers that activate the plan.Normally, the concept of succession planning applies to senior management and not just the CEO.

Therefore, it is often a plan drawn up by or under the auspices of the Head of HR or equivalent or an external specialist. The plan is ultimately presented under recommendation to the board for review, amendment and ratification.

All corporations of any significance (i.e. employee numbers) should have a robust succession plan that is reviewed regularly.

The issue is then "what are the triggers that activate the plan" relating to, in particular, the CEO, the CFO and perhaps the Company Secretary.

Some of the triggers might include:

- unexpected resignation of the incumbent
- failure to achieve individual KPO for which the incumbent is responsible
- failure to deal adequately with a situation that the incumbent should have dealt with more effectively
- an incumbent's indiscretion, dishonesty, unethical behaviour, or similar
- foreseen milestone, such as age retirement
- premature or unexpected incident such as illness or accident

The succession plan should not only elaborate and identify individuals, but also processes that need to be implemented in the event that the plan is activated for any reason. In all probability, the plan will vary depending on the role. For example, the search for a CEO may be "in private" (i.e. a head hunted role) versus open advertising for other roles. Also the preparation for replacement may occur while the incumbent is still in the role.