Kenna

The Board as the Brain of an Organisation

The Board as the Brain of an Organisation

Overview

IntroductionThe brain is undoubtedly one of the most important parts of the human body; It is the central organ in the human nervous system responsible for controlling most of the activities of the body. It processes, coordinates, and integrates the information it receives from the sense organs and makes decisions as to the instructions sent to the rest of the body. Like the brain, the Board is accountable and responsible for the organisation’s overall performance and affairs, and this responsibility is enshrined in various codes of corporate governance. Like the brain in the human body, the board of Directors is the primary governing body of a company, tasked with controlling the affairs of a company.

The Companies and Allied Matters Act 2020 defines a director as someone the Company duly appoints to direct and manage the Company's business. From a broader perspective, the Board is responsible for ensuring the Company's objectives are achieved. Given the critical role the board plays in an organisation, it is essential that it is properly constituted, with each member clearly understanding their roles and responsibilities. Furthermore, to enable the board to focus effectively on strategic matters, it is equally important to establish well-structured committees. The board will delegate to these committees’, specific issues for in-depth consideration and the committees will in turn provide the board with recommendations for informed decision-making.

This is the first of a three-part series titled ‘Mind the Board’, which explores the board as the principal body for effective corporate governance. In this edition, we focus on the composition of the board and the fundamental roles and functions it performs. Subsequent parts will examine the essential positions on the board and delve into the structure and responsibilities of board committees.

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