What is a Board of Directors

What is a board of directors?

A board of directors is the governing body of an organization (called the board) of an incorporated firm. The board is a group of elected individuals (its members, also known as directors) acting as fiduciaries on behalf of the organization, its shareholders, and other interested stakeholders.

Members of the board usually include senior-most executives...called “inside directors” or “executive directors”.

“Outside directors” or “non-executive directors” are individuals appointed to a company's board of directors. A non-executive director is a member of the board of directors but not part of the executive team and does not engage in the day-to-day management of the organization.

Board members meet periodically to discuss and vote on the affairs of the organization.

The board of directors' chief duty is to select, support, and evaluate an excellent CEO!

The board ensures the company has adequate, well-managed resources to support the CEO, and executive team allowing them time and space to act responsibly.

A board of directors, from time to time, may need to dismiss the CEO. The board first must have grounds for dismissal, though what constitutes these grounds may vary from one organization to another.

The board sets broad goals, establishes company policies, approves annual strategies, and monitors the company's performance on behalf of the corporate shareholders.

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Don't Confuse Governance for Management. Boards focus on high-level oversight and accountability, whereas managers and employees oversee day-to-day operations.