The responsibilities of the management board are defined by the legal structure of the organization and bylaws, and the specific powers a board has could be specified in the bylaws too. Most boards regardless of their precise formulation, don’t have unlimited power. They delegate decision-making to senior managers or, in the case of non-profits and staff. The main function of a board is to determine if the decisions they make contribute to satisfactory performance for the organization as an entire.
In the case of large public companies, the board is legally obliged to act as fiduciaries to represent shareholders of shares or stock, ensuring that management isn’t wasting money, destroying assets, or breaking the law. In a sense the board should be able to evaluate the CEO’s performance and make a decision regarding his or her compensation.
Many boards are involved in various other roles as well. These might include managing resilience and risk, sustainability, corporate strategy as well as technology and digitalization. In order to do this, boards should be able take on more responsibility and work harder in order to keep up with any new areas of concern that may arise.
If the board starts to assume management responsibilities or by making decisions that can only be made by a full board or by assuming the management functions, it could upset the carefully planned structure that is designed for high-efficiency success of the organization. In fact this type of structure could even increase the turnover of the management team, including the CEO, because they lose faith in the capacity of the board to handle issues when they go off the rails.