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.

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Most relevant audiences: First-time directors