NACD Library

Director FAQ: The Role of the Board vs. the Role of Management

Director FAQ: The Role of the Board vs. the Role of Management Cover
Publication Date: September 30, 2016
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In brief: As the corporation’s ultimate decision-making body, the board of directors plays two critical roles: overseeing management on behalf of shareholders and other constituencies; and advising management, albeit with limited involvement in everyday company operations. In contrast, members of management are full-time employees whose main responsibility is to operate the company. This memo explores the differences and overlaps between the roles of directors and managers of for-profit enterprises.

This resource can help you

  • Define the dividing line between the role of the board and the role of management
  • Review common expectations of directors
  • Overcome challenges in the relationship between the board and management

Most relevant audiences: First-time directors