
Tool 1
Delegated Authority: Key Roles of the Board and Management
Define board and management roles for mutual trust and accountability.
Blue Ribbon Commission
Complementing the guidance of the 2025 NACD Blue Ribbon Commission Report on Building a High-Trust Board-CEO Relationship, this boardroom tool provides practical guidance for implementing Recommendation #8: Maximize the board’s value as a strategic advisor to the CEO.
How to use this tool: This tool outlines actions that directors and CEOs can take to unlock the value of the board as a trusted strategic advisor to the CEO—offering input and guidance on matters within management’s delegated authority—while balancing the board’s governance and oversight roles.
Below are actions that boards and CEO can take to (1) clarify the board’s role as a strategic advisor, (2) prepare and enable the board to fulfill the role, and (3) effectively execute the board’s strategic advisory responsibilities.
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12 practical tools to implement the recommendations and strengthen the relationship.
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