A basic tenet of good governance is that the Management and Governance be kept separate. A line of distinction between the Governance and the Management should be demarcated in terms of their roles and responsibilities. The responsibility of the Board is to steer the organization in the right direction in order to attain its vision & mission. It is a known fact that Board members do not meet the staff on every day basis and members may not reside nearby. Further, the Board members are also working professionals in their respective fields and meet four times a year (ideally) or as stated in the byelaws. All these practical constraints can make one doubt as to “how can the Board then take critical decisions for the organization?”. This is where the crucial role of the Chief Executive Officer (CEO)/Chief Functionary comes in.
How does the CEO support the Board? What roles are ideally delegated by the Board to the CEO while they provide oversight? Further, how can the Board hold the CEO accountable, what control mechanisms should be in place to ensure this?