Role and Functions of the Board in an organization

The Board of Directors shall exercise all the powers of the company subject only to the limitations contained in the law and the memorandum and articles of incorporation.
In this regard, it is expected that the Board of Directors shall fulfill the following functions:
? Exercise leadership, enterprise, integrity and sound judgments in directing the corporation so as to achieve continuing prosperity and to act in the best interest of the enterprise while respecting the principles of transparency and accountability;
? Ensure that through a managed and effective process, board appointments are made that provide a mix of proficient directors, each of whom is able to add value and bring independent judgment to bear on the decision-making process;
? Determine the corporation‘s purpose and values, determine the strategy to achieve its purpose and to implement its values in order to ensure it survives and thrives, and ensure that procedures and practices are in place that protect the corporation‘s assets and reputation;
? Monitor and evaluate the implementation of strategies, policies, management performance criteria and business plans;
? Ensure that the corporation complies with all relevant laws, regulations and codes of best business practice;
? Ensure that the corporation communicates with shareholders and other stakeholders effectively;
? Serve the legitimate interest of the shareholders and the corporation and account to them fully;
? Identify the corporation‘s internal and external stakeholders and agree on a policy, or policies deter-mining how the corporation should relate to them;
? Ensure that no one person or a block of persons has unfettered power and that there is an appropriate balance of power and authority on the board which is, inter alia, usually reflected by separating the roles of the Chief Executive Officer and Chairman, and by having a balance between executive and non-executive directors;
? Regularly review processes and procedures to ensure the effectiveness of its internal systems of control, so that its decision-making capability and the accuracy of its reporting and financial results are maintained at a high level at all times;
? Regularly assess its performance and effectiveness as a whole, and that of the individual directors, including the Chief Executive Officer;
? Appoint the Chief Executive Officer and at least participate in the appointment of senior man-agement, ensure the motivation and protection of intellectual capital intrinsic to the corporation, ensure that there is adequate training in the corporation for management and employees, and a succession plan for senior management;
? Ensure that all technology and systems used in the corporation are adequate to properly run the business and for it to remain effectively competitive;
? Identify key risk areas and key performance indicators of the business and monitor these fac-tors;
?Ensure annually that the corporation will survive, thrive and continue as a viable going concern.
In Order to fulfill these functions, the Board of Directors shall:
? Meet regularly and retain full and effective control over the company.
? Evolve procedures for the selection and removal of individual directors (including the chairman and chief executive) to facilitate regular alteration of the mix and composition of the Board ensuring relevant rejuvenation.
? Define the limits of authority of the Chief Executive and other top executives.
? Compile and communicate company policies, strategies etc. covering style of operation; external and internal relationships; markets and business; required rates of return and performance standards; growth and change policies; planning and budgetary procedures.
? Review and approve strategic plans and arrange that meaningful plans are produced at all levels on an on-going basis covering the longest realistic time-scale.
? Determine the (actual and potential) total resources of the company in terms of men, money, methods, equipment etc. and market position, and allocate these by unit and time-scale, defining closely what re-turns are expected and when.
? Devote sufficient time to their responsibilities.
? Structure and organize the company.
? Monitor management performance.
? Map out the mechanisms for internal and external liaison and communications.
? Define how the Board will operate including:
- What information or reports it requires on a monthly or quarterly basis.
- How, with what data, and by what means, it will constantly monitor management performance and the financial progress of the company.
- How it will evaluate its own performance at least once every year.
? Ensure that the company is properly managed and for the attainment of lawful objectives.
? Ensure that the company‘s affairs are not managed or conducted in a manner oppressive to any of its shareholders or for fraudulent purposes.
? Ensure that the company complies with all statutory requirements.

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Titany answered the question on October 26, 2021 at 07:09