Good governance practices have brought the members of the board on the radar screen, and they are watched. In the words of Nell Minnow:" boards members are just like sub atomic particles they work when they are observed:
Shareholder activists and governance experts have been in the front and have in unequivocal terms put their dissatisfaction over the board discharge their responsibilities.
THEY HAVE BEEN STRAIGHT FORWARD, WITHOUT MINCING WORDS: Board's seats are taken for the glamour and publicity it offers. In respect of the duties and responsibilities, many argue that still the members are unwary, and put the thrust on the CEO and Chairman to be the spearheads. Committees and commissions formed and studies undertaken have pointed to the fact that lack of interest from the members on the board has taken and led the Organization to point of grime. This still resulted in overgrowing power to CEO, resulting in financial misdemeanour and lust that has brought many companies flat on the ground.
EXPERTS AND GOVERNANCE ACTIVISTS HAVE BEEN CRITICAL OF THE FACT THAT: Board of directors lacks skill and knowledge to discharge its responsibilities.
-- Board members have not fulfilled, to a large extent, their responsibilities towards the shareholders. In the words of an activist: boards that have complete access to corporate financial information and are not controlled by CEOs are the best defence against corruption.
WARREN E. BUFFETT HAS CALLED EXECUTIVE PAY THE ACID TEST OF GOVERNANCE AND HE EMPHASIZES: KEEP AN EYE ON EXECUTIVE PAY In view for the boards to understand their responsibilities collectively and members individually they have to understand first what is required of them both legally and morally. Getting a seat on the board does not necessarily assure competency. This understanding has been the fate of Organization that have been house-hold names now biting the dust.
Codes and listing regulations require that companies have a charter for the board which delineates what is required of them, their qualification and their legal obligation. Interalia the following:
The Board of directors is ultimately responsible for the sound and prudent management of the company they present. In the process must ensure to meet in the interest of promoting strong and effective governance. The Board must have a formal charter sets out the roles and responsibilities of the Board.
The Board, in fulfilling its functions, may delegate authority to management to act on behalf of the Board with respect to certain matters, as decided by the Board. This delegation of authority must be clearly set out and documented. The Board must have mechanisms in place for monitoring the exercise of delegated authority. The Board cannot abrogate its responsibilities for functions delegated to management.