Board's Responsibilities

• BOARD’S RESPONSIBILITIES: Selecting the CEO

  • Board selects & oversees the performance of the company’s CEO & oversees the CEO succession planning process.
• BOARD’S RESPONSIBILITIES: Setting the “Tone at the Top”

  • Demonstrates the company’s commitment to integrity and legal compliance.

  • Tone lays the groundwork for a corporate culture -> communicated to personnel at all levels of the org.
• BOARD’S RESPONSIBILITIES: Approving Corporate Strategy & Monitoring the Implementation of Strategic Plans

  
  

  • The board should have meaningful input into the company’s long-term strategy.

  • The board should understand the risks inherent in the company’s strategic plans and how those risks are being managed.
• BOARD’S RESPONSIBILITIES: Setting the Company’s Risk Appetite, Reviewing & Understanding the Major Risks, & Overseeing the Risk Mgmt. Processes

  
  

  • Board oversees the process for identifying and managing the significant risks facing the company.

  • Board & senior management should agree on the company’s risk appetite, & the board should be comfortable that the strategic plans are consistent with it.

  • Board should establish a structure for overseeing risk, delegating responsibility to committees & overseeing the designation of senior management responsible for risk management.
• BOARD’S RESPONSIBILITIES: Focusing on the Integrity & Clarity of the Company’s Financial Reporting & Other Disclosures about Corporate Performance

  
  

  • The board should be satisfied that the comp’s financial statements accurately present its financial condition & results of ops.

  • That other disclosures abt the company’s perf convey meaningful info abt past results as well as future plans.

  • That the company’s internal controls & procedures have been designed to detect & deter fraudulent activity.
• BOARD’S RESPONSIBILITIES: Allocating Capital

  • Board should have meaningful input & decision making authority over the company’s capital allocation process & strategy
  • to find the right balance between short-term and long-term economic returns for its shareholders.
• BOARD’S RESPONSIBILITIES: Reviewing, Understanding and Overseeing Annual Operating Plans and Budgets

  
  

  • Board oversees the annual operating plans & reviews annual budgets presented by mgmt.

  • Board monitors implementation of the annual plans & assesses whether they’re responsive to changing conditions.
• BOARD’S RESPONSIBILITIES: Reviewing the Company’s Plans for Business Resiliency

  • Board periodically reviews management’s plans to address business resiliency such as:
  • Business continuity
  • Physical security
  • Cyber security
  • Crisis mgmt
• BOARD’S RESPONSIBILITIES: Nominating Directors and Committee Members, and Overseeing Effective Corporate Governance

  
  

  • Board, under the leadership of its nominating/corporate governance committee, nominates directors and committee members

  • Board oversees the structure, composition (including independence & diversity), succession planning, practices & evaluation of the board & its committees
• BOARD’S RESPONSIBILITIES: Overseeing the Compliance Program

  • The board, under the leadership of appropriate committees, oversees the company’s compliance program

  • Remains informed about any significant compliance issues that may arise