Board of Directors: Duties and Liabilities

Board of Directors: Duties and Liabilities

By
David F. Larcker, Brian Tayan
CGRI Quick Guide Series.
2015

The board of directors plays a central role in the corporate governance system. All countries require that publicly listed companies have a board. While their attributes vary across nations, they universally share common responsibilities.

This Quick Guide provides an introduction to the roles and responsibilities of the board of directors. It answers the questions:

  • What is the purpose of a board?
  • How does a board function?
  • What does it mean to be “independent”?
  • What are the legal and fiduciary requirements?