Roles and responsibilities


This section provides an overview of board's governance role, including responsibility for reviewing corporate strategies, shaping the culture, setting the tone at the top, and promulgating the organization's vision, values and core beliefs.

Governance refers to the processes and structures used to direct and manage an organization's operations and activities. It defines the division of power and establishes mechanisms to achieve accountability among stakeholders, the board of directors and management.

Good governance systems are designed to help organizations focus on the activities that contribute most to their overall objectives, use their resources effectively, and ensure that they are managed in the best interests of their stakeholders.

In summary, the objective of good governance is to ensure that the organization achieves its objectives by being able to put forth its best efforts to implement its strategies and make the best use of its resources.

Boards of every organization must clearly understand and agree upon their responsibilities and mandate.

To help ensure that they discharge their stewardship responsibilities effectively, regulators recommend that boards of publicly-listed companies adopt a formal mandate that sets out the responsibilities of the board and its committees, in particular those decisions that require the prior approval of the board. Boards of non-listed entities would similarly benefit from having a formal mandate.

The purpose of the mandate is to ensure that no expectation gaps exist between the board, management and other stakeholders with regard to the board's role. The mandate should clearly define the board's authority, responsibilities and accountabilities. It should also serve as a key component for various board activities. For example, the mandate is the basis of the board's "work plan," which is a translation of the board's agreed upon responsibilities (as outlined in its mandate) into agenda tasks to ensure that each responsibility is addressed appropriately. The mandate also provides a foundation for the board's self-evaluation of its effectiveness in carrying out its responsibilities.

Board committees should have their own mandates, often called "charters," that describe the way in which they carry out the duties and responsibilities delegated to them by the board.

Typically, a board mandate includes components that provide descriptions of the board's:

  • Responsibilities
  • Composition, including the size of the board, how board members are identified and criteria for board membership and board committees
  • Key processes, including the number of board meetings, procedures for setting agendas, minutes, and
  • Evaluations, accountabilities and required reporting.


Once approved, the board should publish its mandate so it is available to all members of the board, management and other stakeholders. A best practice is to include the board's mandate in the Annual Report and to post it on the organization's website.

Review our sections dedicated to the different organization types:



​​Authoritative Guidance
​Thought leadership