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

In Brief: This FAQ sheds light on the “dividing line” between board and management roles, offering research, key questions, action steps, and resources to help directors

  • understand the legal foundations of their role as fiduciaries,
  • fulfill their duties of care and loyalty,
  • avoid extremes of micromanagement and negligence, and
  • overcome challenges in board/management relations.

It can also be useful to CEOs and other members of senior management wishing to work effectively with their boards.

Most relevant audiences: Chairs, directors, CEOs, senior managers, general counsel