To: ENGLI-1105-VCM05 Class

From: Michal Leszczynski

Date: 03/10/2021
Re: Informal Report on CEO or COB.

Introduction
This report compares statistics between CEO (chief executive officer) and Chairman of Board of
Directors (COB) and describes the job in detail. This report will discuss job descriptions, job
environments, pay scale, job outlook, and required backgrounds.

CEO (chief executive officer)

Background
In traditional companies, the CEO's career path generally began with a bachelor's degree in a related field,
such as business, finance or management. Most CEOs spend their early careers learning how to manage
the finances of a business and operational aspects of a team. The CEO is the person who manages and
coordinates the entire enterprise. This position is present in all sectors of the economy - it is one of the
highest and most responsible positions in the company.

The main duties of this employee include, among others:

-creating, implementing and controlling short-, medium- and long-term plans of the company (e.g.
strategic planning in the field of sales, marketing, finance, investments)
-creating the company's vision and mission, strategic management human capital (leadership, creating
tactical plans, control of operational activities, selection of board members)
-periodic feasibility control of current goals, analysis of reports on the company's situation, its products,
services and competition, making decisions of key importance for the company about investments
-acquisitions and other business entities, mergers, B2B (business to business) relationships with key
clients of the company
-relations with business circles and government agencies, contacts at the highest level, conducting
conferences, participation in many business, charity and public events.

In addition, the CEO must also work closely with the company's governance organization (board of
directors). The CEO has a lot of freedom in choosing the methods and means of operation of the
company. However, the most important decisions require the approval of the company governing body.
The directors of individual departments assist him in carrying out the activities of the general director.

Earnings
CEO pay continues to outpace the pay of working people. In the past 10 years, CEO pay at S&P 500
companies increased more than $340,000 a year to an average of $14.8 million in 2019.

Qualifications
The CEO should have a university degree, e.g. administration and management, economics and desired
postgraduate studies (MBA) and be very knowledgeable about computer skills and the English language.
Several years of experience in a managerial position are welcome, as well as experience in finance,
strategic management, sales or marketing, the same as many years of experience in managing people, a
department or a company. A person in this position should also be characterized by, among others:
leadership and negotiation skills, highly developed analytical thinking skills, planning and foresight skills,
initiative, independence and commitment to the duties performed, accuracy, creative problem solving.

Also communication skills, very good organization of work and the ability to cooperate with large,
extensive teams of people, emotional resistance, resistance to fatigue and stress, consistency in action,
patience.

Work Environment
The place of work is the company's office and meetings with contractors / clients, foreign delegations. It
is a mental job, an independent position. The CEO sets the working time himself, because he is not billed
by the hour, but based on the effects of his activities. This work is associated with a high intensity of
contacts with people, which may result in stressful situations. Experienced managers are employed in this
position (age - usually 30, on average approx. 45 years old, with long experience and experience). It has
been assumed that the CEO usually wears a suit due to the importance of his position.

Job Outlook
According to the U.S. Bureau of Labor Statistics (BLS), employment growth for top executives, including
chief executive officers, is projected at 6% nationwide between 2014 and 2024, about as fast as the
average for all occupations. An expanding business environment is expected to contribute to the demand
for skilled CEOs, with job prospects reflecting the level of growth in specific industries. Fast-growing
fields such as healthcare should offer more opportunities. Because these C-suite positions are highly
sought, competition will be keen. Stronger job prospects should be enjoyed by candidates with advanced
educational qualifications, experience and specialised knowledge.

Geographic Expectations
I think it will be the hardest to get into any company in the USA because there are so many candidates. I
would rather choose Eastern Europe, Asia or the Middle East (Arab countries) for places where I would
like to work in this position because people like me after graduating in North America have the most say
there and it is easy to find a job in this position.

Potential Employers
-Kaufland - chain of hypermarkets belonging to the German Schwarz Group.
-Aldi - German chain of food and industrial discounters present on five continents. The seventh largest
chain of supermarkets in the world in terms of sales.

Chairman of Board of Directors

Background

The word of Board of Directors of a legal person appointed to perform supervisory activities, acting on
the basis of the relevant provisions governing the functioning of the legal person and its statute (or an
agreement - deed of incorporation). The Chairman exercises permanent supervision over the company's
operations in all areas of its operations (but is not entitled to issue binding instructions to the management
board regarding the conduct of the company's affairs). Assesses the management board's report on the
company's operations and the financial statements for the previous financial year in terms of their
compliance with the books and documents and the actual state of affairs, moreover the management
board's conclusions regarding the distribution of profit or coverage of loss, also submits to the
shareholders' meeting an annual written report on the results of this assessment.

Those persons can inspect all documents of the company, demand reports and explanations from the
management board and employees and audit the company's assets. In a contract between the company and
a member of the management board and in a dispute with him, the company is represented by the
supervisory board or an attorney appointed by a resolution of the shareholders' meeting. Board of
directors may bring an action to repeal a shareholders' resolution or to declare a resolution invalid.

Each member of the supervisory board may independently exercise the right of supervision, unless the
articles of association provide otherwise. The articles of association may extend the powers of the
supervisory board, and in particular provide that the management board is obliged to obtain the consent of
the supervisory board before performing the activities specified in the articles of association and delegate
the right to suspend individual or all members of the management board from the supervisory board for
important reasons.
The board of directors appoints the chief executive officer of the corporation and sets out the overall
strategic direction. In corporations with dispersed ownership, the identification and nomination of
directors (that shareholders vote for or against) are often done by the board itself, leading to a high degree
of self-perpetuation. The powers, duties, and responsibilities of a board of directors are determined by
government regulations (including the jurisdiction's corporate law) and the organization's own
constitution and bylaws.

These authorities may specify the number of members of the board, how they are to be chosen, and how
often they are to meet. Other names include board of directors and advisors, board of governors, board of
managers, board of regents, board of trustees, or board of visitors. It may also be called "the executive
board" and is often simply referred to as "the board”.

Earnings
Board members aren't paid by the hour. Instead, they receive a base retainer that averages around
$25,000. On top of this, they also may be paid a fee for each annual board meeting and another fee for the
meeting by teleconference. The median director pay at the largest U.S. companies was above $250,000 in
2015.

Qualifications
In seeking individuals to join the Board of Directors or to fill director vacancies on the Board of
Directors, the Committee considers the following to be minimum qualifications that a candidate must
possess. Demonstrated breadth and depth of management and leadership experience, preferably in a
senior leadership role in a large or recognized organization. Financial and/or business acumen or relevant
industry or scientific experience. Integrity and high ethical standards. Sufficient time to devote to
company business as a member of the Board. Ability to oversee, as a director, company business and
affairs for the benefit of stockholders;
Ability to comply with the Board's Code of Conduct. Demonstrated ability to think independently and
work collaboratively.

In addition, the Committee may consider the following where necessary and appropriate. A candidate's
independence, as defined by The NASDAQ Stock Market, Inc. A candidate's ability to satisfy the
composition requirements for the Audit Committee and the Compensation and Management Development
Committee. Maintaining a Board that reflects diversity. The Board's overall size, structure and
composition.

Work Environment
Members of the supervisory board meet at meetings (once a quarter) in the company's main office and
decide on many important issues and representations. Appoint or suspend board members, approve action
plans, evaluate financial statements or purchase real estate. They can come to the company at any time
and start inspections.

Job Outlook
In the US, many boards of directors complain that it is becoming increasingly difficult for them to find
and recruit experienced candidates, especially among the CEOs and COB - the most sought-after group.
One of the reasons for the decline in the number of candidates are changes in the scope of duties of board
members. The new regulations resulted in increased requirements in terms of the amount of time devoted
to work on the board, increased responsibility of directors and new risk factors resulting from the
performance of the entrusted function.
As a result, many CEOs (47 percent of S&P 500 CEOs) do not sit on any external boards, and a large
group of directors focus on one or two boards. Many councils have therefore had to raise the retirement
age of members to enable experienced leaders to continue working and to cope with the shortage of
candidates for their place. The average retirement age for boards of directors on the S&P index is now 72,
with 24 percent of companies being 75 or older. On the surface, it may seem that there is a high demand
for experienced managers and hence considerable employment opportunities.
In fact, a small number of offers targeted at this group appear in the US market each year. In 2013, the
companies from the S&P 500 index employed only 339 new members of the boards of directors, and for
only 130 of them, membership on the board of a listed company was a new experience. In addition, the
search for new members is made difficult by the fact that candidates must meet specific criteria.

Geographic expectations
I think it will be the hardest to get into any company in the USA because there are so many candidates. I
would rather choose Eastern Europe, Asia or the Middle East (Arab countries) for places where I would
like to work in this position because people like me after graduating in North America have the most say
there and it is easy to find a job in this position.

Potential employers
-STW S.A. - Among others, a producer of animal feed. We use feed components created using our own
NHPP technology, appropriately balanced ingredients and the use of the best quality raw materials, we
produce feed that fully meets the nutritional requirements of dairy cows, calves and beef cattle while
maintaining high health. In addition, we purchase grains such as: wet and dry corn, wheat, triticale, rye,
barley, rape and non-GMO soybeans.
-Gazprom - petrochemical company, the fifth largest producer of oil, the world's largest producer of
natural gas.
- PrivatBank - the largest commercial bank in Ukraine. The bank provided services to over 50% of the
state's natural persons. It also had the largest network of ATMs and payment terminals.

CONCLUSION AND RECOMMENDATION

In simple terms, the CEO is the top senior executive over management while the board chairperson is the
head of the board of directors. The CEO is the top decision-maker for the company and the person who
oversees the daily operations and logistics. The CEO reports directly to the board of directors.

If I can recommend something from my experience, I always recommend everyone to become a member
of the Board of Directors instead of the CEO. I'm the president or chairman of the Board of Directors in
STW S.A. and I can say that I prefer to earn less and have the power to control and have an influence on
everything than to be the CEO and earn much more money and listen to someone upstairs. You also have
to remember that you can only stay in one company as a CEO, but if you are a member of the Board of
Directors, you can work in more than one company and earn as much as a CEO.
BIBLIOGRAPHY

-“Chief Executive Officer – Job Description, Education Requirements and Salary”

www.floridatechonline.com

- “Average Chairman of the Board” www.payscale.com

-“Are the CEO and the Chairman of the Board the Same Person?” July 30th, 2019

Nicholas J. Price www.insights.diligent.com