What is the Importance of a Board Charter in Corporate Governance?


The dynamic nature of corporate governance necessitates a precise roadmap. It is critical to have clear rules of engagement and defined roles. One key document that offers such guidance for directors is the 'board charter'. This manuscript serves as a compass for directors, outlining their roles, responsibilities, and powers within the organisation.

Key Points

  • A board charter outlines the scope, role, and responsibilities of a company's board of directors.
  • The board charter acts as a reference guide for directors, ensuring good governance and ethical decision-making.
  • A well-drafted charter can help to prevent conflicts, increase transparency, and improve overall board performance.
  • Regular review of the board charter is crucial to ensuring it remains relevant and effective in the changing business environment.

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What Constitutes a Board Charter?

A board charter typically includes information about the board's structure, operations, and procedures; delineation of roles between the board, management, and stakeholders; ethical conduct guide; as well as the organisation’s mission, vision, and values. This document ensures that all directors are on the same page regarding expectations, roles, processes, and conduct, thereby promoting sound decision-making and governance.

What is in a Board Charter?

The Australian Institute of Company Directors provides a free example of a board charter here.

Why is a Board Charter Vital for Good Corporate Governance?

A board charter fosters a culture of good corporate governance by serving as a reference guide for directors. It establishes the principles and standards of conduct that the directors should adhere to, thereby ensuring ethical decision-making. A comprehensive charter fosters transparency, prevents conflicts of interest, and safeguards shareholder and/or stakeholder interests, thereby upholding the organisation’s reputation and credibility.

How Can a Board Charter Improve Transparency and Prevent Conflicts?

By clearly defining roles and responsibilities, a board charter can significantly reduce instances of board-related disputes and disagreements. It establishes checks and balances, measures of performance, and methods for resolving conflicts. A board charter boosts transparency by establishing the frequency and modus operandi of financial reporting, board meetings, and the disclosure of information to shareholders.

How Often Should a Board Charter Be Reviewed?

Given that businesses operate in a dynamic environment, it's critical to periodically review and update the board charter. This ensures that it aligns with the current business model, regulatory changes, and emergent best practices in corporate governance. Timely reviews uphold the relevance and effectiveness of the charter, thereby facilitating more seamless governance and decision-making.


A board charter is an essential part of any organisation’s governance structure. As a navigational tool for the board of directors, it fosters ethical decision-making, transparency, and robust administration. 

Serving on the board of a major public company represents an important responsibility. Directors fulfil a vital governance role by providing oversight and guidance to steer the strategic direction of the organisation. While directorships at nonprofits and small businesses are often unpaid volunteer positions, most medium and large public corporations provide remuneration to directors in recognition of their significant time commitments and contributions.

Well-structured compensation enables companies to attract and retain qualified, skilled directors to serve in these critical oversight positions. This article explores the typical paid board roles along with how director remuneration is determined.

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