The Handbook of Board Governance, 3rd Edition

54Model Board of Directors’ Guidelines

Richard W. Leblanc, FCMC, CMC-AF, BSc, MBA, LLB, JD, LLM, PhD

Professor of Governance, Law & Ethics, York University, and Independent Governance Advisor

Table of Contents

• Introduction
• President and CEO
• Strategic, Financial and Performance Oversight
• Ethical Business Conduct
• Meetings
• Organizational Governance
• Risk Governance
• Governance Development and Effectiveness
• Independent Advisors
• Guidelines Amendments and Review
• About the Author

Introduction

The Board of Directors (Board) of the Organization is accountable for

1. the oversight and governance of the Organization;
2. setting goals, objectives, strategic direction and risk limitation for the Organization within its legislative and regulatory requirements, and constating documents; and
3. taking all reasonable steps to fulfill duties, roles and responsibilities pursuant to legislation, regulation, and public reporting, applicable to the Board, the Board Chair, the Audit Committee (or the equivalent), the Auditors, any other Committee of the Board, or individual Director, as or if the case may be, and take all reasonable steps to ensure compliance with the foregoing by the Board and the Organization.

The Board sets the “tone” to foster ethical and responsible decision-making, appropriate oversight of Management, and best-in-class organizational governance practices.

All Board members will have the competencies and attributes appropriate to their appointment as Directors. It is recognized that ...