An Introduction to Board Role Descriptions

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Having the right people on your board is a key element in ensuring the organisation is run effectively and efficiently. As with any recruitment exercise, it is important to consider what role the board members will have, and the skills, knowledge and experience they need. The purpose of this board briefing is to highlight the key requirements for effective board members, and show how these can be developed into a role description.

What is a role description?

A role description sets out:

  • The purpose of the role
  • The main duties associated with the role

It is often used for recruitment in conjunction with a person specification, which sets out the skills and experience required to carry out that particular role

Who is responsible for developing the role descriptions of board members?

The chair of the board should lead the development of the role description for board members. As the company evolves, the roles of board members may evolve too.

What is typically included in a board member role description?

The main purpose of having a board is to ensure that the organisation acts within its remit and within the law, and that it achieves its objectives. The board is therefore tasked with

providing strategic leadership, and ensuring effective governance. The Companies Act (2006) states that directors must

  • Be over 16 years of age
  • Act within the powers of the company (as set out in the company’s Memorandum and Articles of Association)
  • Promote the success of the Company
  • Exercise independent judgement
  • Exercise reasonable care, skill and diligence
  • Avoid conflicts of interest and declare where there may be conflict of interest
  • Not accept benefits from third parties

In order to fulfil these requirements, a typical board member role description might include the following:

Legal requirements

  • To act in accordance with the law (e.g.) Companies Act 2006, Charities Act and within the power of the constitution document (e.g.) Memorandum and Articles of Association
  • To act in accordance with all other legal requirements, such as health and safety, data protection and employment laws, and with any regulatory requirements.

Provide strategic leadership

  • Ensure there is a clear vision and strategic direction and that the strategic objectives of the organisation are in line with the objects defined in the company’s constitution
  • Regularly review progress toward the achievement of objectives

Ensure effective governance

  • Ensure policies and procedures reflect best practice and keep the organisation compliant with the law
  • Ensure adherence to policies and procedures
  • Ensure the sound financial standing of the company


  • Attend meetings and events as required and contribute fully
  • Ensure ongoing personal and professional development to reflect best practice

Further information

Is this an area of concern for you? Contact Leading Governance for more help.