Boardroom Tool
Documenting Governance
Leverage these sample documents to create or update your board’s governance documentation.
Governance Surveys
Director FAQ
As the corporation’s ultimate decision-making body, the board of directors has both an oversight role (overseeing management on behalf of shareholders and other constituencies) and an advisory role (advising management), with limited involvement in every-day company operations. NACD’s founding president, John Nash, coined the term “nose in, fingers out” (NIFO) to capture this important distinction between observation and advice, versus action. By contrast, members of management are full-time company employees whose main responsibility is to operate the company.
This memo explores the differences and overlaps between the roles of directors and managers in for-profit enterprises.
Q: How do board and management roles differ? Where is the dividing line between them?
A: This memo answers this question by addressing the following topics:
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