Boards are unique leadership structures that hold significant power, and they have a duty to all both inside and outside of the organization. However, they are a flexible structure that is only limited by guidelines set by states and the collective will of a group to change its composition and structures.
The Boards of Directors have a lot to do but should concentrate on oversight and management of decisions. They should leave operational issues to executives and CEOs. This means creating an organizational structure for governance and developing guidelines to guide their decisions and those of managers. It also means paying attention to regulatory and legal issues and compensation, conflicts of interest and community benefit as well as CEO evaluation.
A sound governance system is essential to a board’s work, and it should contain an explicit description of the roles and duties of each director and committee. Directors should be allowed to log on and use the board portal. This allows directors to efficiently prepare for meetings and allows board discussions to stay focused on the core issues of the meeting. It also allows virtual data rooms for better communication between members and an easier transition when board members rotate.
A good governance system includes the appointment of an independent director who is accountable for the smooth functioning of meetings and also sets the agenda. It should also include scheduling executive meetings according to the requirements of stock exchanges, and time for directors to have meetings with the CEO if management is not present.