Boards are unique leadership structures with significant power, and they have a duty to all within and outside the organization. However, they are an incredibly flexible structure that is limited only by state-by-state guidelines as well as the collective power of a board to change its own composition and structures.
The Boards of Directors have a lot to do but should concentrate on the oversight and management decisions. They should leave operational issues to executives and CEOs. That means establishing an organizational structure for governance and developing policies to guide their actions and those of managers. It also involves focusing on legal issues, compensation, conflict of interest, community benefits and the evaluation of CEOs.
A well-functioning governance system is vital to the work of a board and it should include an explicit description of the roles and duties of each director and committee. All directors should be able to access and use the board portal. This helps directors plan meetings efficiently and keeps discussions of the board focused on the most important concerns of the meeting. It also helps improve communication between members as well as a smoother transitions when board member rotations occur.
A good governance system includes the appointment of a lead director or presidency director, an independent board member who is accountable for the efficient management of a meeting and establishing an agenda. It must also include scheduling executive sessions in accordance with the requirements of the stock exchange and the time when directors are able to meet in private with the CEO even if management is not present.
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