## **Learning Outcomes**

This article explains board structure, director roles, and independence in corporate governance for CFA Level 1, including:
- distinguishing between unitary and two-tier board models and assessing how each allocates oversight and management responsibilities;
- classifying directors as executive, non-executive, or independent and linking each role to specific governance and monitoring functions;
- explaining the rationale for board independence and how independent directors protect minority shareholders and reduce agency conflicts;
- identifying typical best-practice recommendations on board composition and independent membership of key committees such as audit, remuneration, and nominations;
- outlining core statutory and fiduciary duties of directors, including duty of care, loyalty, and conflict-of-interest management;
- evaluating board structures and committee compositions in short scenarios to determine whether they meet common independence guidelines;
- comparing weak versus strong board independence profiles and identifying typical exam traps around misclassifying non-executive directors as independent;
- relating strong board independence and committee oversight to effective stakeholder management, risk mitigation, and reliable financial reporting outcomes.

## **CFA Level 1 Syllabus**

For the CFA Level 1 exam, you are expected to understand the structure, roles, and independence of company boards as part of stakeholder management and good governance practices, with a focus on the following syllabus points:

- Explaining the principal functions and legal responsibilities of a board of directors.
- Describing the types of board structures (unitary/one-tier and two-tier boards).
- Distinguishing among executive, non-executive, and independent non-executive directors.
- Explaining the concept and practical importance of board independence.
- Recognizing board composition recommendations and their purpose in promoting effective governance.

## **Test Your Knowledge**

_Attempt these questions before reading this article. If you find some difficult or cannot remember the answers, remember to look more closely at that area during your revision._

1. Which of the following best describes the role of an independent non-executive director?
2. Name two primary legal duties of a board of directors under statutory law.
3. Why might excessive overlap between board members and company management weaken governance?
4. In jurisdictions with a two-tier board structure, what is the specific remit of the supervisory board?

## **Introduction**

Board structure, composition, and independence are central to robust corporate governance. The board of directors is ultimately responsible for representing stakeholders, overseeing management, and making key strategic decisions. For the exam, you must be able to explain typical board types, outline director roles, and discuss the importance of board independence as a risk control and stakeholder management mechanism.

## Board Structure: Unitary vs. Two-Tier Models

Most jurisdictions use one of two board models:

- **Unitary (one-tier) board:** A single board including both executive and non-executive directors. Common in the UK, US, and many other countries. The full board is collectively responsible for all governance and oversight.

- **Two-tier board:** Separate management board and supervisory board. Typical in Germany and some European and Asian jurisdictions. The management board handles day-to-day operations, while the supervisory board represents stakeholders, monitors management, and must include some independent members.

> **Key Term: Unitary board**
> A corporate governance structure where executive and non-executive directors serve together as a single board, jointly responsible for overall company oversight.
>
> **Key Term: Two-tier board**
> A governance structure with a management board (executive directors) and a separate supervisory board (non-executive/independent directors) overseeing management.

## Types of Directors and Their Roles

At CFA Level 1, you are expected to distinguish the main categories:

- **Executive directors:** Full-time employees of the company (e.g., CEO, CFO). Responsible for daily operations and strategy implementation.

- **Non-executive directors (NEDs):** Not employees, but may have business or other links to the company. They bring outside viewpoint and help supervise management.

- **Independent non-executive directors (INEDs):** No material relationship with the company other than their board position. Independence is critical for proper monitoring of management and protecting minority stakeholders.

> **Key Term: Executive director**
> A board member who is also an employee of the company and involved in daily management.
>
> **Key Term: Non-executive director**
> A board member not involved in daily management; may still have business or stakeholder ties to the company.
>
> **Key Term: Independent director**
> A board member with no significant connection to management, major shareholders, or the company apart from directorship, ensuring objectivity in oversight.

### Board Committees

Effective boards typically establish committees for critical functions:

- **Audit committee:** Oversees financial reporting and controls; usually made up of independent directors.
- **Remuneration/compensation committee:** Sets executive pay, ensuring alignment with performance and stakeholder interests.
- **Nominations/governance committee:** Recommends new director appointments, monitors board effectiveness and independence.

Independence on these committees, especially the audit committee, is considered essential for transparent, fair governance.

### Board Independence: Principles and Importance

Independence prevents undue influence of management and controlling shareholders, limits conflicts of interest, and enhances the board’s ability to act in the best interests of all stakeholders.

Best practice guidelines (such as the UK Corporate Governance Code, OECD Principles, and major exchange listing rules) typically recommend:

- At least half of the board (excluding the chair) should be independent.
- The chair should be independent upon appointment.
- Key committees (audit, rem, nomination) should be fully or majority independent.

> **Key Term: Board independence**
> The presence of a sufficient proportion of directors free from management, shareholder, or business ties, ensuring effective oversight and risk management.

## Director Duties and Legal Responsibilities

Statutory law and governance codes require directors to serve with:

- **Duty of care:** Act diligently, with appropriate skill and care.
- **Fiduciary duty:** Act honestly and in the best interests of the company as a whole.
- **Avoidance of conflicts:** Disclose conflicts and avoid abuse of position for personal gain.

Directors must collectively approve major transactions, financial statements, dividend policy, and CEO appointments.

### **Worked Example 1.1**

**Question:** A listed company has a unitary board with 10 directors: 2 are executive, 3 are independent non-executive, and 5 are non-executives with business relations to the company’s major shareholder. Does this board meet typical best practice for independence?

> **Answer:** No. With only 3 of 10 directors independent, this board has less than the usually recommended proportion (at least half independent). This risks undue influence from major shareholders and undermines effective governance.

### **Worked Example 1.2**

**Question:** In a two-tier board system, who is responsible for appointing executive management? Can the supervisory board interfere with daily operations?

> **Answer:** The supervisory board appoints executive (management) board members but does not intervene in daily operations. Its role is oversight, strategy approval, and stakeholder protection—not direct management.

### **Exam Warning**

> A common mistake is to assume that all non-executive directors are "independent." Only those with no material connection to the company, management, or controlling shareholders are independent for exam purposes.

### **Revision Tip**

> For the exam, be ready to distinguish executive, non-executive, and independent directors in scenarios, and to justify why independence is necessary for audit and remuneration committee effectiveness.

## **Summary**

Boards are responsible for governance, risk oversight, and strategy. Independence is a key mechanism to ensure directors act in the interest of all stakeholders and protect against conflicts of interest and management entrenchment. The composition, appointment, and committee structure of boards follow best practice guidelines that emphasize separation from management and control by independent directors.

## **Key Point Checklist**

_This article has covered the following key knowledge points:_

- Corporate boards may be unitary or two-tier (supervisory + management board).
- Directors are classified as executive, non-executive, or independent; only independent directors provide objective oversight.
- Best practice calls for at least half the board and all key committees to be independent.
- Board independence reduces risk of conflicts, protects stakeholder interests, and supports effective audit and remuneration oversight.
- Directors owe duties of care, loyalty, and disclosure of conflicts.

## **Key Terms and Concepts**

- Unitary board
- Two-tier board
- Executive director
- Non-executive director
- Independent director
- Board independence

Governance and stakeholder management - Board structure roles and independence