Responsibilities of the Board of Directors

  

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• Officers/Management - selecting, monitoring, evaluating, compensating, and—if necessary—replacing the CEO and other senior executives, and ensuring management succession
  
  
• Strategic Direction:
  
  • approving a corporate philosophy and mission
    
  • reviewing and approving management's strategic and business plans, including developing a depth of knowledge of the business being served, understanding and questioning the assumptions upon which such plans are based, and reaching an independent judgment as to the probability that the plans can be realized (referred to as "constructive engagement" in strategy)
    
    
• Financial plans and results:
  
  • reviewing and approving the corporation's financial objectives, plans, and actions, including significant capital allocations and expenditures
    
  • monitoring corporate performance against the strategic and business plans, including overseeing the operating results on a regular basis to evaluate whether the business is being properly managed
    
    
• Strategic Decisions:
  
  • reviewing and approving transactions not in the ordinary course of business (if the transaction would cause the disappearance of the corporation or the sale of all its assets, then on the board can make this decision; it may not be delegated to a committee or to management)
    
    
• Risk Management - ensuring that the corporation has in place systems to encourage and enable ethical behavior and compliance with laws and regulations, auditing and accounting principles, and the corporation's own governing documents
  
  
• Corporate Governance:
  
  • assessing its own effectiveness in fulfilling these and other board responsibilities (subject to minimum statutory requirements such as quorum requirements for meetings under state corporation law), and
    
  • performing such other functions as are prescribed by law, or assigned to the board in the corporation's governing documents