Understanding the Board of Directors

What is it?

A board of directors is a group of individuals elected by shareholders to oversee and guide a corporation’s activities. They make crucial decisions impacting the company’s future, like hiring/firing the CEO, setting executive pay, and approving budgets. Each director holds a fiduciary duty to act in the company’s and shareholders’ best interests.


  • Overseeing Management and Policies: The board sets the company’s overall strategy and goals, ensuring resources and personnel to achieve them. They provide oversight, approve budgets/investments/acquisitions, and ensure legal compliance.
  • Two Main Types:
  1. Executive: Composed of the company’s highest-level executives.
  2. Non-Executive: Individuals from outside the company, providing independent advice and oversight.


  • Accountability: The board ensures accountability by monitoring the organization and its progress.
  • Expertise: Board members contribute their knowledge and experience to guide the organization and make informed decisions.
  • Objectivity: An external board offers unbiased perspectives for better decision-making.
  • Networking: Board members often have valuable networks that benefit the organization.

Roles and Responsibilities of Board Members:

  • Set Board Policies: Guiding the organization’s direction and ensuring compliance with laws and regulations.
  • Review Financial Reports: Analyzing financial statements, cost control activities, and budget performance.
  • Engage with Employees and Stakeholders: Interacting with employees, stakeholders, and external parties to support objectives.
  • Monitor Management Performance: Regularly evaluating the management’s performance to ensure objective achievement.


  • Board Dysfunction: Potential for disagreement or inability to function as a team.
  • Conflicts of Interest: Board members may have personal business conflicts.
  • Failure to Monitor: Insufficient checks and balances to effectively monitor performance.
  • Lack of Expertise: The board might lack the necessary expertise for informed decisions.


A well-managed board of directors can be a valuable asset for an organization, offering numerous benefits. However, recognizing and mitigating potential risks is crucial to ensure the board functions effectively and guides the organization towards success.