board of directors governance policy manual - SAE International
board of directors governance policy manual - SAE International
board of directors governance policy manual - SAE International
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RELATIONSHIP WITH THE CHIEF EXECUTIVE OFFICER R-1<br />
The Chief Executive Officer is accountable to the BOARD for the support <strong>of</strong> achieving the Ends within the<br />
Chief Executive Officer Limitations Policy, established by the BOARD.<br />
1. All BOARD authority delegated to staff is delegated through the Chief Executive Officer so that all<br />
authority and accountability <strong>of</strong> staff, as far as the BOARD is concerned, is considered to be the<br />
authority and accountability <strong>of</strong> the Chief Executive Officer.<br />
1.1 The Chief Executive Officer is accountable only to the full BOARD, not to any individual<br />
BOARD member, and has full access to the BOARD.<br />
1.2 The Chief Executive Officer is authorized to establish staff policies, make decisions, take action<br />
and develop activities as long as they are consistent with a reasonable interpretation <strong>of</strong><br />
BOARD policies.<br />
1.2.1 The BOARD may change the Limitations Policy given to the Chief Executive Officer,<br />
but so long as any particular Limitations Policy is in place, the BOARD shall respect<br />
and support the Chief Executive Officer choices.<br />
1.2.2 No member <strong>of</strong> the BOARD, BOARD Committee, Operating Board or the Society has<br />
authority over the Chief Executive Officer or the resources assigned to the Chief<br />
Executive Officer except to the extent the BOARD has so authorized. Information or<br />
assistance may be requested by these individuals or groups, but in the absence <strong>of</strong><br />
BOARD’s allocation, the Chief Executive Officer may refuse if a material amount <strong>of</strong><br />
resources is required to fulfill the request.<br />
1.3 The Chief Executive Officer <strong>of</strong> <strong>SAE</strong> shall be a regular employee <strong>of</strong> <strong>SAE</strong> employed by the<br />
BOARD.<br />
1.3.1 The Chief Executive Officer may, with the approval <strong>of</strong> the BOARD, appoint an<br />
individual as staff Vice President and Assistant General Manager <strong>of</strong> <strong>SAE</strong>.<br />
1.3.2 The Chief Executive Officer is authorized to fill staff director positions upon<br />
concurrence <strong>of</strong> the Compensation Committee <strong>of</strong> the BOARD.<br />
2. The Chief Executive Officer is a voting member <strong>of</strong> the BOARD.<br />
<strong>SAE</strong> INTERNATIONAL<br />
BOARD OF DIRECTORS – GOVERNANCE POLICY MANUAL<br />
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