What are the titles and descriptions of board members?

An elected board of directors is a group of individuals responsible for the strategic management of a company or organisation. The board should meet at least four times a year to set policies for management.

It is a legal requirement for public companies to have a board of directors, but many non-profit organisations also have boards of directors.

The number of members on a board depends on many factors, including the country, industry, shareholders, and the organisation’s size. Below are the most common positions that make up a board:

Chair of the board

The chair is the highest-ranking person on the board. Since they are responsible for leading large teams of people, this individual must be a strong leader.

In accordance with their country’s Company Law, chairs organise board meetings, appoint committees, and perform other duties. Chairs also work in conjunction with CEOs and executive directors to shape an organisation’s culture. 

Vice-chair

Generally, the vice-chair serves directly under the chair, whom they support in performing their duties and responsibilities. Vice-chairs perform the chair’s duties when the chair is absent, so they must be capable of handling the role of acting chair effectively. Working closely with the board chair and CEO, they assist in executing any directives, setting agendas for board meetings, and conducting formal board assessments. Additionally, they may be asked to resolve conflicts of interest that may arise on the board.

Company secretary (Co-Sec)

Company secretaries are responsible for several administrative, communication, and legal compliance tasks.

It is the primary responsibility of the company secretary to record, document, and distribute meeting minutes, which serve as a record of the discussion and any votes taken. They are also responsible for keeping these records safe and accurate.

Likewise, the secretary keeps track of the organisation’s activities to ensure all actions conform to Company Law. Their responsibility usually includes notifying all members and stakeholders of regularly scheduled and additional meetings.

Board members – executive directors and non-executive directors 

Two different types of directors sit on boards: those who are part of the executive management team and those who are independent, non-executive directors.

Directors who are non-executive should serve on boards as ‘critical friends’. They are there to act as unbiased advisors who provide objective advice to the board. 

Directors who don’t hold one of the previously mentioned positions often volunteer to serve as committee chairs. Committee meetings are held where motions can be made, and matters of the board are discussed and voted on. 

The board’s chair is the highest position on a board of directors. Chairs oversee the work of the board and the organisation’s management team. Chairs work closely with the chief executive to ensure board resolutions are carried out.

Additional responsibilities of the chair include:

• Nominating committee chairs and recommending committee members
• Coordinating the annual evaluation of the chief executive 
• Recruiting new board members with the help of the nominating committee
• Being an alternate spokesperson for the organisation
• Helping the executive director or chief executive prepare agendas for board meetings
• Assisting in the orientation process for new board members
• Providing board members with feedback on their performance

A typical board of directors has nine members, but some have three, and others have 31. Typically, private companies have between three and seven directors on their boards. To avoid voting ties, boards are usually an odd number. 

What are the responsibilities of a board member?

Director duties and responsibilities typically include the following:

• Taking care to act in the best interest of the company
• Being loyal to the organisation and its members in good faith
• Attending board meetings
• Approval of specific company actions, such as agreements, contracts, new company policies, asset purchases and sales, and officer nominations
• Making changes to the bylaws and articles of incorporation

In the video below, David W Duffy, the CEO of the Corporate Governance Institute, describes what makes an effective company director, he details the the titles and descriptions of board members, and board member training and the objectives of the Diploma in Corporate Governance.