Ten things board directors should know about the board’s powers (that CEOs might not want them to know)

The board and the chief executive officer (CEO) both have leadership roles in an organisation, but they have different powers over decisions affecting the organisation.

We often divide their powers into “governance” and “management”, but it’s not that simple. The CEO has much more knowledge than the board about the intricacies and context of the organisation, so can often suggest strategic best practice, while the board is well placed to ask questions that might sound like management questions but help to ensure accountability.

Below are ten questions that all board members should know the answer to.

To discover the answers, download the full document.

1. Is the board entitled to ask annoying or inconvenient questions of the CEO?

2. Is the board entitled to ignore conflicts of interest?

3. Must the board take its annual performance review duties seriously?

4. Is the board entitled to breach the constitution?

5. Can the board delegate responsibility for policy formulation to the CEO?

6. Can the board withhold the board minutes from the CEO?

7. Can the board let an employee stand for the board and get elected?

8. Can the board ask for any piece of information they want? And can they ask for information from one of the CEO’s subordinates?

9. What happens if the CEO is right and the board is wrong?

10. Can the board terminate the CEO’s contract if the CEO doesn’t do whatever the board wants them to?

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