The board’s role is to oversee the business by providing rigorous and thorough surveillance in key areas such as strategy and risk. But it cannot manage — or micromanage the business of the company by infringing on management’s responsibilities that are designed to assist managing a company the executive team and CEO create value for shareholders.
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In order to be effective in their work boards need an established governance framework and structure. This includes a clear definition of roles between the chairperson and directors on their own, as well being able to use a standardized decision-making method for determining priorities and making decisions.
A solid framework for governance of the board also requires a well-trained process to plan meetings, including the agenda items. It also provides a solid governance structure that outlines clearly the purpose of the board and its relationship with management. The framework also includes an explicit declaration of the board’s governing values and standards, including honesty, transparency and good communication.
In addition, the board must also have a clear strategy for selecting and establishing an executive and overseeing succession planning. It should also have a strategy to handle urgent issues and be able to shift its focus when needed. The rules and procedures of the board must be aligned with business environment and the board needs to be capable of anticipating and responding to the changes occurring in today’s fast-moving and highly complex environment. In this regard, board members must be able to make a rigorous commitment of time and effort to their work on the board.
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