Within a company, the board of directors is the principal agent of risk taking and enterprise, the principal maker of commercial and other judgements. While these terms are used often, it’s important not to diminish these duties, as they are the backbone of successful business planning.Board directors are much more than iconic figureheads. The Chair’s primary role is to ensure that the board is effective in its task of setting and implementing the company’s direction and strategy. It is clear that whatever the new normal will look like, in many ways it will not resemble how businesses operated before the pandemic. Specific job duties may vary by position type, however typical corporate governance job functions include maintaining and updating the governance framework, monitoring compliance with requirements in framework, coordinating governance committee and board member meetings, monitoring certain business processes, establishing and maintaining a record of operational procedures manuals, and analyzing monthly reports. The role of the board is to plan and strategize goals and objectives for the short- and long-term good of the company and to put mechanisms in place to monitor progress against the objectives. Directors therefore have a collective responsibility to manage the company. • Understand how the composition of a board can affect its operation. Best practices for corporate governance encourage boards to offer the majority of board seats to independent directors. This position also requires the corporate secretary to participate in regular legal discussions with the CEO, board, chair, general counsel and other corporate attorneys about legal matters. The most effective way to do this is for the general counsel to be a part of early planning and decision-making with the board and CEO before plans get too far underway. Each organization does well to customize the roles according to their needs. Reputation 3. Though they have many duties, the primary responsibility of corporate board of directors is to protect shareholder assets and ensure they receive a decent return on their investment. Under the umbrella of board chair, the person selected for this position helps the corporate secretary to write the agenda, which is used as a tool for facilitating board meetings efficiently. Corporations run best when the board and senior management hold the same perspectives on strategy, priorities and risk management. The secretary needs to know which reports need to be filed with regulatory authorities and when they are due. The UK Corporate Governance codes states, "Non-executive directors should have sufficient time to meet their board responsibilities. It’s important for board directors to be having regular conversations with managers about risk mitigation and prevention. Conceptual Framework Corporate Governance Corporate Governance (CG) refers to the overall framework of rules, systems and processes relating to the enforcement of decision-making and oversight powers and performance of the Board of Directors and Management in the conduct of their fiduciary responsibility to the owners of the firm as provided for by law (Corporation Code of the … The board chair needs to stay in the loop of all board activities. During meetings, the board chair guides the rest of the board by focusing on the organization’s vision, mission and strategic direction. Roles and Responsibilities of Board Members and Gatekeepers in Corporate Governance Such roles would include developing and recommending to the board corporate governance principals, annual evaluation of CEO performance, evaluating and approve programs that are relevant to corporate governance best practices, overseeing processes of disclosure and their compliance with international and local regulations and finally insuring the integrity of the listed company’s financials.