You are a director. You might be a manager in the same organisation.
It is really important to recognise that these are different roles: you must act as two different people.
If you are a director and not a manager in the same organisation, then you have to understand the boundaries between the board and the management.
Directors direct – and managers manage!
Nonetheless, the board is responsible for the management's actions and performance.
The board remains responsible for overall governance. This includes ensuring senior management establish and maintain adequate systems of risk management and that the level of capital held is consistent with the risk profile of the organisation.
So, the board needs to have a clear strategy of what to delegate to management and how to monitor and evaluate the implementation of policies, strategies and business plans.
The responsibility to act and decide upon matters for action in between meetings of the board may be delegated to an executive committee.
In general the board will delegate the management of the organisation to the Chief Executive Officer (CEO) or Managing Director (MD).
The CEO/MD is responsible for delivering services according to the strategic plan, within the policies and budgets approved by the board. A team of managers oversee the day-to-day operations of the organisation under the general direction of the CEO/MD.
Here is an example of a board delegating authority to the CEO/MD over the day to day management of the company, its subsidiaries and their respective operations. This delegation of authority includes responsibility for:
Does the organisation have a clear strategy for delegating authority to management, including reports and measurements that enable the board to monitor performance?
* Inspired by the Institute of Directors Standards for the Board
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