What Is a Board of Directors?
A board of directors is an organization which oversees the operations of a company, nonprofit organization, or a government agency. It is responsible for determining the company’s governance, management, and policies. It is made up of both insiders who are familiar with the workings of the organization and external experts with expertise in certain areas. It also selects officers, for example, a president and others with titles like vice-president, vice chair or a secretary/treasurer in a combination. A board can have strict rules regarding director behavior, and can also impose fitness-to-serve requirements. The board also has the authority to dismiss directors and have disciplinary procedures in place for fiduciary obligation violations or other misconduct.
In many ways, a board of directors is the rhythm section of a business–it provides guidance and oversight while the CEO and executive team are focused on the day-today challenges regulatory due diligence and execute strategy. In an ideal situation, a board would work with the CEO to improve the company’s performance while asking questions about the specifics of the business’s operations.
The ideal board members will possess diverse skills and a passion for the growth of the organization. They should be able to learn quickly and think on their feet. They should be able to respond to emotions and situations in ways that help the group. In addition, they should be able to function in a group setting.