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The board’s role is to govern the company by exercising a rigorous and arduous surveillance of key areas including strategy and risk. But it cannot manage, or micromanage — the company’s business by encroaching on the management’s responsibilities that are designed to assist the executive team and the CEO deliver value for shareholders.

Boards must have an organized structure and a clear governance framework to perform their duties effectively. This includes a clear separation of roles from the chairperson down to directors individually as well as a process for decision-making that is established for determining the priorities.

A solid board governance framework requires a well-practiced method for planning meetings, including the agenda items. It also has a solid governance system that clearly defines the purpose of the board, its function and relationship with management, as well as the extent of its authority. The framework also contains an explicit description of the board’s governing principles and standards, which include honesty, transparency and good communication.

The board should also have a well-defined strategy for identifying a CEO, developing that person and overseeing succession. It should have a plan to handle urgent issues and be prepared to shift its focus as necessary. The governance practices of the board must be in line with business practices, and the board should be able anticipate and respond to changes that occur in today’s fast moving and highly complex environment. Because of this, board members must be able to make an intense commitment of time and energy to their work on the board.