Kim BrattainFounder/ CEO, Kim Brattain Media · Award-winning Corporate and Documentary Film Producer

Board of Directors Responsibilities - Peter Browning Partners | Kim Brattain Media

27 May 2014 · 2 min

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1:30

In this segment, the speaker emphasizes that a board of directors cannot run a company due to its limited meeting frequency and time on site. Consequently, the board’s core responsibilities are threefold: (1) ensuring the company has the right CEO and continuously assessing that fit; (2) establishing a clear emergency succession plan, including agreement on an interim or permanent successor and maintaining a robust long-term management development and succession program; and (3) confirming that the company has an appropriate strategy and that it is being effectively implemented. The speaker stresses the importance of proactive planning to avoid crisis‑driven decision‑making.

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When it's all said and done, we need to keep in mind the board can't run the company. It couldn't if it wanted. If it met once a month, God forbid— generally they meet 5 or 6 times a year, you're only there for 2 days— there's no way a board could run a company. The board's responsibility, as a consequence, is 3. Number one, continuing to answer the questions, do you have the right CEO? Since you can't right the company, you must be sure you have the right CEO. And there are a number of ways to continue to try to assess that to be sure that is in fact the case. Number 2, in the case of an emergency, who is the successor? And the board should never walk out of the boardroom ever without being in agreement on whom that is. It could be a board member, it could be an interim, individual, that you're going to go out and do a search. It really doesn't matter. What you don't want is a debate after something, God forbid, has happened to the CEO, and you're then on the phone trying to figure out what you're going to do. Accompanying that, the board has the responsibility to assure that the company has developed a strong long-term management development and succession program. And then finally, the board is responsible to be sure you've got the right strategy and is it being implemented well.