Roles and

Responsibilities of
the BOD
Board composition
and its effects on
operations
SarbOx
Trends in Corporate
Governance
Executive Leadership
and Strategic
Management
Roles and
Responsibilities of
the BOD
Board composition
and its effects on
operations
SarbOx
Trends in Corporate
Governance
Executive Leadership
and Strategic
Management
A corporation is established by
allowing different capital, expertise,
and labor for their mutual benefit
The Board of Directors has an
obligation to approve all decisions
that might affect the long-run
performance of the corporation.
CORPORATE GOVERNANCE
TOP MANAGEMENT
BOARD OF DIRECTORS
SHAREHOLDERS
Roles and
Responsibilities of
the BOD
Board composition
and its effects on
operations
SarbOx
Trends in Corporate
Governance
Executive Leadership
and Strategic
Management
BOARD OF DIRECTOR RESPONSIBILITIES
Setting corporate strategy, overall
direction, mission, or vision
Hiring and firing the CEO and top
management
Controlling, monitoring, or
supervising top management
Reviewing and Approving use of
resources
Caring for shareholder interests
Roles and
Responsibilities of
the BOD
Board composition
and its effects on
operations
SarbOx
Trends in Corporate
Governance
Executive Leadership
and Strategic
Management
ROLE OF THE BOARD IN STRATEGIC MANAGEMENT
MONITOR
EVALUATE AND INFLUENCE
INITIATE AND DETERMINE
DEGREE OF INVOLVEMENT
Roles and
Responsibilities of
the BOD
Board composition
and its effects on
operations
SarbOx
Trends in Corporate
Governance
Executive Leadership
and Strategic
Management
MEMBERS OF A BOARD OF DIRECTORS
INSIDE DIRECTORS
OUTSIDE DIRECTORS
CORPORATE GOVERNANCE THEORIES
AGENCY THEORY
STEWARDSHIP THEORY
Roles and
Responsibilities of
the BOD
Board composition
and its effects on
operations
SarbOx
Trends in Corporate
Governance
Executive Leadership
and Strategic
Management
MEMBERS OF A BOARD OF DIRECTORS
AFFILIATED DIRECTORS
RETIRED EXECUTIVE DIRECTORS
FAMILY DIRECTORS
CODETERMINATION employees
on board
DIRECT INTERLOCKING DIRECTOR
two firms share a same director
INDIRECT INTERLOCKING DIRECTOR
two corporations have directors who is
also serve as a director of a third firm.
Roles and
Responsibilities of
the BOD
Board composition
and its effects on
operations
SarbOx
Trends in Corporate
Governance
Executive Leadership
and Strategic
Management
NOMINATION AND ELECTION
NOMINATING COMMITTEES
STAGGERED BOARD
ORGANIZATION OF THE BOARD
CHAIRMAN AND CEO OVERLAPPING
LEAD DIRECTORS BOARD COMMITTEES
Roles and
Responsibilities of
the BOD
Board composition
and its effects on
operations
SarbOx
Trends in Corporate
Governance
Executive Leadership
and Strategic
Management
SARBANES-OXLEY ACT
GREATER BOARD INDEPENDENCE
PROTECT SHAREHOLDERS
IMPROVING GOVERNANCE
Roles and
Responsibilities of
the BOD
Board composition
and its effects on
operations
SarbOx
Trends in Corporate
Governance
Executive Leadership
and Strategic
Management
TRENDS IN CORPORATE GOVERNANCE
GREATER BOARD INVOLVEMENT IN
SHAPING COMPANY STRATEGY
INSTITUTIONAL INVESTORS
BECOME ACTIVE ON BOARDS
OUTSIDE DIRECTORS ARE
INCREASING IN NUMBER
WOMEN AND MINORITIES ARE
INCREASING
BOARDS ARE GETTING SMALLER
MORE COMPANIES ARE USING
LEAD DIRECTORS
Roles and
Responsibilities of
the BOD
Board composition
and its effects on
operations
SarbOx
Trends in Corporate
Governance
Executive Leadership
and Strategic
Management
TRENDS IN CORPORATE GOVERNANCE
INDIVIDUAL DIRECTORS ARE BEING
EVALUATED
COMPANIES TEND TO LOOK FOR
MEMBERS WITH INTERNATIONAL
EXPERIENCE
SHAREHOLDERS COULD
NOMINATE BOARD
MEMBERS
WORKFORCE DIVERSITY AND
ENVIRONMENT SUSTAINABILITY
Roles and
Responsibilities of
the BOD
Board composition
and its effects on
operations
SarbOx
Trends in Corporate
Governance
Executive Leadership
and Strategic
Management
TOP MANAGEMENT RESPONSIBILITIES
GETTING THINGS ACCOMPLISHED THROUGHAND
WITH OTHERS IN ORDER TO MEET CORPORATE
OBJECTIVES
PROVIDE EXECUTIVE LEADERSHIP AND
STRATEGIC VISION
MANAGE STRATEGIC
PLANNING PROCESS
Roles and
Responsibilities of
the BOD
Board composition
and its effects on
operations
SarbOx
Trends in Corporate
Governance
Executive Leadership
and Strategic
Management
EXECUTIVE LEADERSHIP
DIRECTING OF ACTIVITIES TOWARDS THE
ACCOMPLISHMENT OF CORPORATE OBJECTIVES
DESCRIPTION OF WHAT THE COMPANY
IS CAPABLE OF BECOMING
TRANSFORMATIONAL LEADER
PROVIDE CHANGE AND MOVEMENT
IN AN ORGANIZATION BY PROVIDING
A VISION OF THAT CHANGE
STRATEGIC VISION
Roles and
Responsibilities of
the BOD
Board composition
and its effects on
operations
SarbOx
Trends in Corporate
Governance
Executive Leadership
and Strategic
Management
THREE KEY CHARACTERISTICS
CEO ARTICULATES A STRATEGIC VISION FOR THE
CORPORATION
CEO COMMUNICATES HIGH
PERFORMANCE STANDARDS AND SHOWS
CONFIDENCE IN THE FOLLOWERS
ABILITIES TO MEET THESE STANDARDS
CEO PRESENTS A ROLE FOR OTHERS
TO IDENTIFY WITH AND FOLLOW
Roles and
Responsibilities of
the BOD
Board composition
and its effects on
operations
SarbOx
Trends in Corporate
Governance
Executive Leadership
and Strategic
Management
MANAGING THE STRATEGIC PLANNING
PROCESS
TOP-DOWN APPROACH
CORPORATIONS WITH
TURBULENT
ENVIRONMENT
BOTTOM UP APPROACH
MULTIDIVISIONAL
CORPORATIONS