A must-read for anyone who serves on a board. Should The CEO Or Other Insiders Be Allowed To Serve On The BOD? This article by Nora Rock (corporate and policy writer at LAWPRO) originally appeared in the May 16, 2014 issue of The Lawyers Weekly published by LexisNexis Canada Inc. In performing their duties, directors are specifically allowed by Section 5231(b) of the Law to rely on information and opinions prepared or presented by corporate officers or employees; counsel, outside accountants, and other outside professionals; and Board committees on which the director does not serve, so long as – Losing even one board director places extra burden on the governance committee. In some organizations, the CEO is a board member and may even serve as the board chair. Lawyers should think carefully before accepting an invitation to serve on a client’s board of directors. How a CFO Can Better Support the Board and Vice Versa. The founder may also sit on the board, but even founders serve at the pleasure of the board. Regardless of whether or not he or she is on the board, a CFO should help the board of directors better understand the company's strategy and define value creation in relation to past financial outcomes and forecasts of future financial performance. Kevin Sharer, former CEO of Amgen, breaks down the do's, don'ts and nuances of the art of being an effective director. It is not illegal for paid staff to serve on the Board of a nonprofit organization, although a few states such as California may limit the number or percentage of paid staff that may serve on the Board of a charitable corporation. This works both ways. Explain And Justify Your Response. This policy should state when it is necessary for any board member, including the executive director, to recuse themselves from certain votes or discussions where a … Board independence "Interlocking directorates" Board members should be independent of management and they should not serve on each other's boards, shouldn't be consultants. 4.   Micro-managing Staff. Subordinate employees rarely serve on a board, however, especially if the CEO is not a board … The board has a duty to review the performance and set compensation for the chief executive and if necessary, censure or even terminate the chief executive. Their financial ties to the company should be through their stock ownership, and they should own enough company stock that if they lost it, it would really hurt . Should A BOD Strive For Diversity In Its Members? As board directors step down, they may also take donors or other important stakeholders within their networks with them. 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