The role of the board of directors is to make the organization move forward


The board has delegated authority  from the shareholders to pursue their mission with determination. The board of directors    is therefore responsible for creating a plan to move the organization from its current state to the desired future state.  The challenge is often not planning but failing to implement strategic and business plans. This can only be achieved through developing an implementation plan for the strategic and business plan. The various matters addressed by the board in order to implement the strategic and business plan include the following;

 Representative of the shareholders

The directors are elected by the shareholders in a general meeting to represent their interests in the organization.  The directors are expected to protect the interest of both controlling and minority shareholders.  They   have therefore to exercise their power with a reasonable degree of care and diligence and in good faith with the aim of ensuring the interests of the organization are protected.

The board focuses to the desired future

The board develops the strategic and business plans to guide management in moving from the current state to the desire future state.  The board formally articulates the vision and mission of an organization to ensure the vision and mission are clearly understood by the key stakeholders. Management and staff cannot achieve the vision and mission of an organization unless the two are clearly in their mind. Vision and mission statements are formulated and communicated to the key stakeholders through various channels.   The board develops and implements an implementation plan to ensure the strategic and business plan are living documents.

Develop policies, objective and goals

The board develops policies in the various aspects of the organization to guide management and staff   team in the running of the operations of the organization. Without policies in place management may easily lose focus of the vision and mission of the organization.

Developing the culture of an organization

The behavior, beliefs and values of an organization which forms part of its culture plays a key role in attracting customers, quality staff and building a brand. The management and staff will be encouraged to behave in a given way because of the cultural guidelines which have been developed by the board.  It is the board therefore which defines the culture and values of an organization in accordance to the wishes of the shareholders. The board also ensures that the culture and values of an organization are lived by the board members,   management and staff of an organization.

Selecting the chief executive officer (CEO)

In practice the board does not have time and capacity to implement all its policies. It  therefore appoints  a CEO to  implement the  policies which it   has put in  place in addition  to  managing  the day to day activities of an organization. The board also fixes the remuneration of the CEO and it assesses the CEO performance against the target. The board delegates the power to the CEO to appoint his or her team of staff to deliver the mission of an organization.

Approves annual budget and monitors performance

The management prepares yearly plans and translates them into a budget for approval by the board.  The budget summarizes the income and the related expenses to achieve a targeted result level and the resources to support the given performance. The board uses the approved budget to monitor and advise on the operations of the organization.  The board has a responsibility for the performance of an organization in line with the approved budget, business and strategic plans of an organization. It is on the basis of performance that the board will decide to declare dividends payment to the shareholders.

Appoints an internal auditor

The board has a responsibility to ensure  the right  policies and systems which form part of  the internal control system of an organization  are  all in  existence  and    operating  effectively  and efficiently .   In this regard, the board appoints an internal auditor  with a responsibility of   focusing on   the proper operating of the internal controls with the aim of advising both the board and management on areas requiring improvement and the improvement which management should implement in order to overcome the weakness.

Enhancing the image of the organization

The board members are also responsible for putting in place policies which will enhance the image of the organization. They are the ambassadors of the organization wherever they happen to be. As ambassadors they make sure the organization is respected in the market place.


The board of directors  are therefore responsible for overall operations of the organization. The board puts in place a strategy to move the organization from its current state to the desired future state.


John Muhaise Bikalemesa

Director: Big Drum Advisory Services Limited