Boards are unique leadership structures that have considerable power and responsibilities for those outside the organization as well as those inside it. They operate within a spherical framework that is governed by state-by-state regulations and the collective desire to alter their own composition and structure.
While boards have many responsibilities however, they should focus on oversight and management policy decisions, leaving operational matters to the executive team, including the CEO. This includes establishing guidelines and a system of governance to guide both their actions and the management's. It also involves focus on regulatory and legal issues and compensation, conflicts of interest, community benefit, and the CEO's evaluation.
A solid governance system is essential to the work of a board, and should include an explicit description of the roles and obligations of each director and committee. All directors should be allowed to log on and use the board portal. This will allow directors to efficiently prepare for meetings, and also allows board discussions to remain focused on the main issues at hand. It also facilitates better communication between members and the smoother transition of board members rotate.
A sound governance system includes the appointment of an independent director who is responsible for the smooth running of meetings as well as setting the agenda. It should also include scheduling executive sessions in accordance with requirements of the stock exchange and the time when directors are able to meet in private with the CEO even if management is not present.