Roles and Responsibilities
Members of an executive board may have varying roles and responsibilities depending on the organizations they serve and any committees they join, such as the executive committee or audit committee. However, most corporate board members are responsible for these essential roles within their organizations.
1. Fiduciary Duty
Members of a corporate board of directors have a fiduciary duty to their organizations, meaning they must act in the company’s best interests. This involves ensuring the company’s financial health through monitoring of its financial performance and making decisions that maximize shareholder value.
As part of their duty of care, board members must avoid conflicts of interest and disclose any potential conflicts to the board. They must also exercise due diligence in their decision-making.
2. Strategic Oversight
Board members are responsible for strategic oversight of the organization they serve. As part of these duties, they must evaluate and approve various strategies, including mergers and acquisitions and capital expenditures.
Strategic oversight isn’t just about endorsing plans. Board members must also actively engage with, question, and refine business strategies to ensure they’re robust, adaptable, and aligned with the company’s overarching goals.
3. Risk Management
Board members must assess and mitigate any risks to the company. This includes financial, operational, legal, and reputational risks.
As every business faces risks, board members are responsible for setting an acceptable level of threat to the company. Balancing the company’s appetite for risk with safeguarding shareholder interests becomes paramount. This involves engaging in thorough risk assessments, collaborating with management to develop risk mitigation strategies, and establishing robust internal controls to minimize exposure.
4. CEO Oversight
The chief executive officer is often responsible for making key decisions across the company. In order to ensure appropriate checks and balances remain in place, the board oversees the CEO. That may include selecting the person who fills that role and evaluating their performance over time.
5. Compliance and Ethics
As part of their responsibilities, board members must ensure the company adheres to all applicable laws and regulations. In addition, the board may lay out specific ethical responsibilities and requirements that the company must adhere to. Ethical requirements can help protect the company’s reputation, while creating a higher level of social responsibility.