Syllabus B5. The Board of Directors 5 / 6

a) Assess the major areas of organisational life affected by issues in governance.
i) duties of directors and functions of the board (including setting a responsible ‘tone’ from the top and being accountable for the performance and impacts of the organisation)
ii) the composition and balance of the board (and board committees)
iii) relevance and reliability of organisation reporting and external auditing
iv) directors’ remuneration and rewards
v) responsibility of the board for risk management systems and internal control
vi) organisation social responsibility and ethics.
b) Evaluate the cases for and against, unitary and two-tier board structures.
c) Describe and assess the purposes, roles, responsibilities and performance of Non-Executive Directors (NEDs).
d) Describe and assess the importance and execution of, induction and continuing professional development of directors on boards of directors.
e) Explain the meanings of ‘diversity’ and critically evaluate issues of diversity on boards of directors.
f) Assess the importance, roles purposes and accountabilities of the main committees within the effective governance:
g) Describeandassessthegeneral principles of remunerating directors and how to modify directors’ behaviour to align with stakeholder interests: 
h) Explain and analyse the regulatory, strategic and labour market issues associated with determining directors’ remuneration.
The Board of Directors