Role of the Board of Directors
The board of directors is ultimately responsible for the company’s business affairs and governance as stated in its governing documents, including the articles of incorporation, the by laws, and shareholder agreements.
Many state laws require a corporation to form a board of directors to represent shareholders and make decisions on their behalf.
The success of the board of directors depends on the composition, structure, resources, diligence, and authority of the entire board, as well as their working relationships with other participants of corporate governance, including management, external auditors, internal auditors, legal counsel, professional advisors, regulators, standard-setting bodies, and investors.