6 min read

Board Members' Roles and Responsibilities

By Gabriella Mangham on 18-Jun-2021 15:10:15

The Board of Directors is an elected group of individuals who strategise and supervise the operations of an organisation. The Board is responsible for the successes and failings of an organisation’s project management.

The majority of Boards, alongside non-executive Directors, will have a C-Suite consisting of:

  • A Corporate Secretary. 
  • A General Counsel.
  • A Chief Financial Officer (CFO) or Treasurer.
  • A Chairperson and a Chief Executive Officer (CEO). 

What Is The Role of a Board Member?

Every Member of a Board is crucial for the management of the organisation. There is a legal requirement to have two independent non-executive Directors for small organisations. For larger corporations, at least half of them should be independent. 

An independent Board Member is someone who does not have a material or financial investment in the company or employees. This ensures the impartiality necessary to run a Board. The role of a Board Member is to oversee the general strategy and direction of the business. They are also responsible for hiring a CEO. 

What Are The Responsibilities of a Board Member?

There are many things a Board Member must be responsible for. They must:

  • Attend, and actively participate in all Board meetings.
  • Act in the best interests of the organisation.
  • Actively develop a strategic plan for the organisation and ensure its completion.
  • Hire and oversee a CEO and any other Executive Board Members.
  • Ensure there is open and transparent communication between the Board, the community, and stakeholders. A good relationship between them all is the key to success.
  • Maintain fiscal responsibility.
  • Be familiar with the law, both nationally and internationally, as well as the Board’s own by-laws.
  • Ensure they stay up-to-date on both the financial and legal affairs of the organisation. As well as current or local affairs that may impact the organisation.
  • Support the consensus of the Board once it has been reached.
  • Respect the law and confidentiality requirements of the Board and for the Board Members of that organisation.
  • Assess both the work of the organisation, the employees, and the Board itself.

 

What Is The Role of a Corporate Secretary?

Corporate Secretaries are regarded as the legal representatives of the organisation. It is preferable, although not essential, that they have a legal or accounting background. The Company Secretary’s role is to organise the proceedings of the meetings. They should also ensure that meetings are recorded and reported accurately.

What Are The Responsibilities of a Corporate Secretary?

The Corporate Secretary’s responsibilities are as follows:

  • To set up the meeting, ensuring that there are no conflicts, and appropriate notice is given.
  • Create the agenda, put together the Board Packs and make sure every Member has the documents with enough time to prepare. 
  • Record minutes during the meeting and present the formal minutes at the next meeting for approval.
  • Onboard and provide training for any new Members.
  • Oversee and hold Members accountable for their actions.
  • Be aware of which reports need to be filed with regulatory bodies.
  • Understand both future, current and historic laws and their impact. 
  • Inform the Board of measures that could make their job easier, such as a Board Portal app which could streamline processes. 


What Is The Role of a General Counsel?

The role of the General Counsel is sometimes performed by the Corporate Secretary. This tends to be the case in small organisations, but usually these roles are separate. The General Counsel role must be filled by a lawyer. 

Their role is to ensure the Board’s business practice and strategic plans comply with the law. The General Counsel should show up to as many meetings as possible. It is important that the Board views their General Counsel as integral to the business process.

What Are The Responsibilities of a General Counsel?

The responsibilities of the General Counsel go further than those of the Corporate Secretary and are as follows:

  • To know and understand industry-specific regulation, as well as any local legislation.
  • Identify and solve any potential legal issues that might reflect negatively on the organisation’s reputation.
  • Ensure they are up-to-date with the current developments within the organisation.
  • Maintain a good working-relationship with the CFO, Treasurer, and Audit Committee.
  • Hold the Board accountable for any actions that threaten the legal compliance of the organisation.
  • Lead any legal teams and consult the legal department, corporate counsel or a law firm, as needed.


What Is The Role of a CFO or Treasurer?

A CFO tends to be the preferred term used in a large organisation. Whereas smaller, usually nonprofit Boards prefer the term Treasurer. In the larger organisations the Treasurer reports to the CFO, and is instead focused on the financial risks of the organisation. 

The CFO or Treasurer is in charge of financial planning. This means accounting for and reporting on the budgets, expenditure and fiscal nature of the organisation.  They tend to be from the financial profession, including accounting, and have managerial experience. 

What Are The Responsibilities of a CFO or Treasurer?

The responsibilities of a CFO and a Treasurer are the same on a Board. In fact, many CFOs have experience as a Treasurer. Their responsibilities are:

  • Bookkeeping; reconciling bank accounts and producing financial reports.
  • Presenting their findings at Board meetings.
  • Ensure necessary financial documents, such as taxes, are filed on time. In a not-for-profit, they would also need to file the necessary documents to maintain their tax-free status.
  • Chair the finance committee.
  • Prepare, or assist the CEO with the presentation of the annual budget to the Board for approval.
  • Review the annual audit.
  • Be available for any of the Board Members questions regarding the budget or auditing. 

What Is The Role of a Chairperson?

A Chairperson oversees and leads the Board meetings. They approve the agenda and call the votes. The Chairperson also spearheads the search for a new CEO whenever this is necessary. They should be an experienced senior manager and understand the workings of the organisation. 

It is important that the Chairperson feels confident conducting the Board meetings. They should be aware that they hold considerable influence over the discussions and decisions. The Chairperson is the spokesperson for the Board and will be the one liaising with the CEO. 

What Is The Role of a CEO?

The CEO supervises the Senior Leadership Team and, in doing so, envisions the future of the company. They are the highest-level decision-maker and are responsible for the successes and failures of the company. 

The CEO will be experienced in management, and understand the importance of good financial and legal administration. They are the spokesperson for the organisation and should feel confident in this. Occasionally, larger organisations have one individual perform the roles of both the Chair and CEO.

If you would like to learn more about this, please see our more detailed article.

What Are The Responsibilities Of A CEO And Chairperson?

In organisations where there is both a CEO and a Chairperson, their responsibilities will differ. When the CEO and Chairperson are one role, their duties as a Board Member are to:

  • Chair Board meetings, and ensure they run smoothly.
  • Set and abide with the agenda.
  • Represent the organisation in a positive light and act as the spokesperson when necessary.
  • Sign the required financial and legal documents as the highest authority.
  • Develop long term strategic plans with the interests of the organisation and Board development at the core.

How Can A Board Portal Help You?

Convene is a Board management solution that will streamline your processes and make your meetings efficient. Our features will help every Member of your Board. 

Your Administrative staff will value how easy it becomes to organise a meeting and create a Board Pack. Your Board Members will appreciate the simplicity of our annotations and range of meeting functions. Most importantly, from a legal and financial standpoint a Board Portal is essential, especially for auditing!

If you want to learn more, please don’t hesitate to contact us or book a free demo!

Gabriella Mangham

Written by Gabriella Mangham

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