King III sets out the roles & functions of the Board, and recommends that the Board should, amongst other (Adapted from king III):
- Be the custodian & act as the focal point of corporate governance where the Board & its directors act in the best interests of the company.
- Understand the inter-connectedness of strategy, risk, performance & sustainability which are inseparable
- Be responsible for the governance of risk & information technology (IT)
- Provide effective leadership based upon an ethical foundation, which is seen to be a responsible corporate citizen
- Ensure the company manages its ethics effectively
- Ensure the company has an effective & independent audit committee
- Ensure there is an effective risk based internal audit
- Ensure the company complies with applicable laws , whilst considering adherence to non-binding rules, codes & standards
- Ensure the integrity of the company’s integrated report, further observing the stakeholder’s perceptions that affect the company’s reputation
- Report on the effectiveness of the company’s system of internal controls.
The Board provides & directs the company in terms of its strategy, purpose, values & standards. The Board:
- Ensures there is business growth to survive & thrive
- Is ultimately accountable & responsible for the performance (performance includes financial & non-financial aspects) & affairs of the company
- May not discharge its responsibility by delegating authority to Board committees or management
- Selects / appoints a CEO & ensures succession planning
- Ensures that a leadership pipeline is developed
- Provides guidance regarding the appointment of senior executives
- Retains full control over the company
- Reviews executive management’s activities & execution of the Board’s plans & strategies
- Ensures executive management implements the company’s strategy against established procedures & practices which protect the company’s assets & reputation
- Ensures that the technology & systems used in the company are adequate to run the business properly & for it to compete through the efficient use of its assets, processes & human resource
- Identifies key risk areas that may affect the company with counter measuring
- Develops key performance indicators to generate economic profit, increased shareholder value in the long term.