The Board’s Corporate Governance Role

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Boards are legally obliged to exercise their due diligence to ensure that the organization fulfills its mission and has a sound strategy and doesn’t get into financial or legal issues. However, the method by which the boards participate in these responsibilities can differ greatly and is highly dependent on the specific circumstances of the company.

Boards frequently make the mistake of getting too involved in operational issues that should be left to management, or are not clear about their legal obligations for decisions and actions taken on behalf of a company. This confusion is usually caused by not keeping up with the evolving demands on boards or unanticipated problems like financial crises and resignations of staff. This is typically resolved by taking time to discuss the issues facing directors and providing directors with easy-to-read materials and a briefing.

Another common error is that the board over-delegates its authority and decides to not review those matters that it has delegated (except in the case of the smallest NPOs). In this situation, the board loses the evaluation function and cannot decide whether the operating activities contribute to a satisfactory performance of the organization.

The board must also develop an organizational structure for governance, including how it interacts with the general manager or CEO. This includes determining how the board will meet regularly, the manner in which its members will be selected and removed, and the manner in which the board will make its decisions. The board must also develop information systems that collect information on the past and future performance to help them make decisions.

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