The board’s responsibility is to run the business by exercising vigorous and diligent supervision of key areas, including strategy and risk. But it can’t also manage — or even micromanage the company’s business by encroaching upon the management’s duties that are designed to help the executive team and CEO create value for shareholders.

To be able to perform their duties effectively boards must have a clear governance framework and structure. This includes a clear definition of roles from the chairperson down to directors individually as well being a decision-making procedure that is used to establish priorities.

Additionally, a sound board governance framework requires a well-rehearsed method for planning meetings as well as agenda items. It also includes a solid governance system that clearly outlines the purpose of the board, its purpose, relationship with management, as well as the extent of its authority. The framework includes a declaration of the board’s governing standards and principles, including integrity and transparency.

The board should also have an established plan for selecting the CEO, training that person and overseeing the succession. It should have a plan to deal with urgent issues and be able to shift its focus as needed. The governance of the board should be aligned to the business and the board must be able anticipate and respond to changes that occur in today’s dynamic and complex business environment. Board members should devote a lot of time and energy to their board work.

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