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The board of directors plays a central role in the corporate governance system. All countries require that publicly listed companies have a board. While their attributes vary across nations, they universally share common responsibilities. This Quick Guide provides an introduction to the roles and responsibilities of the board of directors. It answers the questions: • What is the purpose of a board? • How does a board function? • What does it mean to be “independent”? • What are the legal and fiduciary requirements? For an expanded discussion, see Corporate Governance Matters: A Closer Look at Organizational Choices and Their Consequences (Second Edition) by David Larcker and Brian Tayan (2015): http://www.gsb.stanford.edu/faculty-research/books/corporate-governance-matters-closer-look-organizational-choices Buy This Book: http://www.ftpress.com/store/corporate-governance-matters-a-closer-look-at-organizational-9780134031569 For permissions to use this material, please contact: E: corpgovernance@gsb.stanford.edu Copyright 2015 by David F. Larcker and Brian Tayan. All rights reserved.

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