The Strategic Role of the Board and Governance

Strategy and Strategic Planning October 25, 2025
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Introduction

The Board of Directors is the ultimate steward of organizational strategy, yet many Boards struggle to move beyond financial oversight to provide deep strategic guidance and challenge. This course is designed to sharpen the strategic capabilities of Board members and corporate secretaries. It focuses on best practices in corporate governance related to strategy: effective oversight of strategic planning, risk management, executive compensation alignment, and managing the dynamic relationship with the CEO. Participants will learn how to structure Board discussions to focus on forward-looking strategic issues and ensure the long-term sustainable success of the enterprise.

Objectives

To equip Board members, senior executives, and corporate governance professionals with the frameworks and best practices to ensure effective strategic oversight and governance:

Target Audience

  • Board Directors (Executive and Non-Executive) and Trustees.
  • Corporate Secretaries and Governance Officers.
  • C-Level Executives who regularly interact with the Board (CEO, CFO, General Counsel).
  • Senior Governance Consultants and Legal Advisors.
  • Individuals preparing for a role on a corporate or non-profit board.

Methodology

  • Case studies on governance failure and strategic oversight best practices.
  • Role-playing a strategic review session between the Board and CEO.
  • Structured debate on ethical conflicts in strategy and compensation.
  • Workshop on drafting a Board-level strategic risk dashboard.
  • Peer discussion on optimizing Board meeting agendas.

Personal Impact

  • Enhanced ability to provide rigorous, forward-looking strategic oversight.
  • Mastery of best practices in strategic corporate governance.
  • Improved skill in challenging management assumptions constructively.
  • Clearer understanding of the link between strategy, risk, and executive incentives.
  • Increased confidence in leading high-stakes strategic discussions at the Board level.

Organizational Impact

  • More robust and resilient organizational strategy through better Board challenge.
  • Reduced strategic and reputational risk through effective governance.
  • Improved investor confidence and alignment with long-term strategy.
  • Faster strategic decision-making and better allocation of capital.
  • Increased accountability for strategic outcomes among the executive team.

Course Outline

Unit 1: Foundations of Strategic Governance

The Board's Core Strategic Mandate
  • Defining the Board's role in strategy vs. management's role in execution.
  • The primary duty of long-term value creation and sustainability.
  • The relationship between strategy oversight and fiduciary duties.
  • Analyzing best-practice governance codes globally (e.g., Cadbury, Sarbanes-Oxley).
Structuring the Board for Strategy
  • Optimizing Board composition for strategic diversity and expertise.
  • The role of the Strategy Committee (if established) and its mandate.
  • Ensuring Board access to independent strategic intelligence and data.

Unit 2: Strategy Oversight and Challenge

The Strategic Planning Process Review
  • Best practices for the Board's review and approval of the strategic plan.
  • Asking challenging, forward-looking questions to test management's assumptions.
  • Techniques for using scenario planning to test strategy robustness.
  • Monitoring the effectiveness of the Strategy Management Office (SMO).
Strategic Risk and Opportunity Oversight
  • Integrating strategic risk management with enterprise-wide risk management (ERM).
  • Oversight of emerging risks (e.g., digital disruption, climate change, regulatory shift).
  • Board responsibility for identifying and encouraging strategic opportunities.

Unit 3: Alignment and Accountability

CEO and Executive Oversight
  • Aligning CEO and executive performance reviews with strategic milestones.
  • Structuring executive compensation to reward long-term strategic results.
  • Managing the strategic succession planning process for the CEO and key leaders.
  • The importance of a robust, transparent CEO-Board relationship.
Stakeholder and ESG Strategy
  • The Board's oversight of Environmental, Social, and Governance (ESG) strategy.
  • Ensuring materiality assessment and integrated ESG reporting.
  • Managing strategic engagement with critical stakeholders (investors, regulators).

Unit 4: Board Effectiveness and Dynamics

Optimizing Board Meetings
  • Designing the Board meeting agenda to prioritize strategic discussion over reporting.
  • Techniques for ensuring productive, non-parochial strategic debate.
  • The effective use of "executive session" for candid discussions.
Board Development and Culture
  • Conducting Board performance evaluations (self-assessment and external).
  • Fostering a culture of strategic curiosity, honesty, and constructive dissent.
  • Onboarding new directors with a deep understanding of the strategy.

Unit 5: Special Strategic Decisions

M&A and Divestiture Oversight
  • The Board's role in vetting and approving strategic M&A rationale and due diligence.
  • Monitoring the post-acquisition integration and strategic value realization.
  • Oversight of non-strategic asset divestiture and portfolio restructuring.

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