There is a need to have a clearly articulated delineation between a board’s role and a management’s role in any business/entity, says an experienced professional.

David Spear is the director of VUCA Australia. He shared his views on Board Evaluation to delegates attending the 2016 Top Executives (TOPEX) Conference.

The two-day conference concluded yesterday at the Sofitel Fiji Resort and Spa on Denarau Island in Nadi.

Mr Spear said it was important to note that directors direct and managers manage.

“We really expect directors not to get involved with operations and this is a significant issue for boards who like to get into the detail,” he said.

“But it’s really important the delineation between the board’s role and management’s role is clearly articulated.

“Boards role is compliance and performance, hiring and firing of CEO in most cases and management’s role is operations and staff and running of business on a daily basis.”

But there is an exception to the rule at times when the board must get involved in the management’s role during cases of fraud by the management themselves, Mr Spear indicated.

Taking responsibility

Being on a board of any organisation comes with its share of responsibilities and Mr Spear stressed those in control, must be held to account.

And this is where corporate governance comes into play.

“We talk about corporate governance for directors of boards, chairs, non-profit agencies and in government boards,” he said.

“We must take our responsibilities significantly because we represent those organisations but more importantly, because we represent ourselves and have our reputation at stake as director.”