The board of directors plays a central role in governance.  All countries require that public companies have one.  While attributes of the board vary across nations (in terms of structure, independence, and representation), they universally share two responsibilities: provide strategic advice and oversee (and potentially replace) management.

In order to fulfill these responsibilities, the board is expected to:

• Monitor firm strategy and risk
• Plan for and select new executives
• Structure executive compensation contracts
• Ensure the integrity of published financial statements
• Determine whether to allow or restrict sale of the company
• Represent the interest of shareholders

The professional qualification of the board is very important for governance quality.  At least some of the board members should be "independent" from management.  The composition of the board should be such that it can supply the strategic, operating, and functional expertise to meet the needs of the organization.  Specialized functions of the board (such as audit, compensation, and governance) are handled by subcommittees.