The Handbook of Board Governance, 3rd Edition

55Mission-critical Checklists for Directors

Michael Useem, BS, MA, PhD

Professor of Management, Wharton School, University of Pennsylvania

Though company management drives an enterprise’s strategy and leadership, the governing board can play a high-stakes role in both, and directors are increasingly called to partner with executives to do so. Fortunately, many directors come with extensive experience in running their own enterprise or overseeing others, and they are thus more than ready to contribute to a firm’s strategy and leadership.¹

The challenge in making that contribution is for directors to bring their strategic and leadership expertise systematically into the boardroom without overstepping into management. And for this, a set of mission-critical checklists can serve as self-guiding templates for working with the top team. To that end, we provide a set of director checklists here that include brief but specific questions or directives for methodically guiding directors as they make decisions and take actions to advance their firm’s strategy and leadership.

Mission-critical implies that each checklist item and all of the checklists together can be essential for director oversight of the company. Even though a governing board may have applied most of the principles, neglecting one checklist or even a single mission-critical item on a checklist can occasion a significant shortfall. And though we focus on fiduciary boards, what follows can be extended as governance templates ...