ABSTRACT
Recent corporate governance regulatory changes have tried to empower the board of directors and intensify its scrutiny of member directors. As protectors of shareholders’ interests, the board now attracts more expectations to the point where corporate governance seems to start with the board and end with the board. Consequently, having an efficient and independent board of directors, capable of enhancing the other governance defense mechanisms, is a must for any organization that is willing to enhance its corporate governance. The understanding of the board, its structure, its role, and its functioning is, therefore, a prerequisite for the proper understanding of corporate governance (Admati & Fleiderer, 1998).The board of directors is actually considered the backbone of the corporate governance and its institutional compliance guarantor. Fundamentally, management proposes a strategic plan that the board reviews, approves, and monitors (TSX Guidelines). Furthermore, the proper functioning of the board is more likely to reduce managerial excesses, and the efficiency with which boards discharges their responsibilities notably impacts country competitive positions. For this reason, it is required that the board must not only have the necessary authority, but should also be in a position where it can efficiently run the organization's business; and such authority should, however, be exercised in a manner that it is consistent with the principles of efficiency and accountability. The latter statement may even be at the heart of any system of good governance.
