Reasons to Justify the Separation of Chairman and CEO Roles:

1. Director Communication:
   • A separate chairman provides a more effective channel for the board to express its views on management. This ensures that the board’s concerns and perspectives are communicated clearly without any conflict of interest that may arise if the roles were combined.
2. Guidance to the CEO:
   • A separate chairman can provide the CEO with guidance and feedback on the performance of the Managing Director/CEO. This relationship allows for constructive oversight and mentorship, which is essential for the CEO’s development and the company’s strategic direction.
3. Focus on Shareholders’ Interests:
   • The chairman can focus on representing shareholders’ interests and ensuring that the board’s decisions align with the long-term goals of the company. This focus might be diluted if the CEO, who also manages day-to-day operations, holds the chairman position.
4. Enhanced Governance:
   • A separate chairman allows the board to more effectively fulfill its regulatory and governance responsibilities. The chairman can lead the board in setting the agenda, ensuring that governance practices are maintained, and providing oversight without being involved in daily management tasks.
5. Long-term Strategy Focus:
   • The chairman can focus on the long-term strategy of the company, while the CEO can concentrate on short-term operational performance. This separation of focus ensures that both immediate and future needs of the company are addressed effectively.
6. Succession Planning:
   • A separate chairman can more effectively focus on corporate succession plans. By separating the roles, the board can ensure that there is a clear succession plan in place, which is critical for the company’s continuity and stability.