Roles and responsibilities of Board members

Your Board needs to meet all its legal and regulatory responsibilities and is accountable to its stakeholders. Board members are individually and collectively responsible for ensuring the social business is effectively and responsibly governed. All Board members need to be aware of their duties and responsibilities. 

Understanding for all Board members on their roles and responsibilities

To assist all Board members to gain a better understanding of their roles and responsibilities, you should consider putting in place the following documentation: 

  • Board member role description
  • Code of conduct for Board members
  • Job roles for individual officers – Chairperson, treasurer and secretary
  • An induction pack (or Board members handbook) for all new Board members providing key information about the business and their roles within it
  • Conflict of Interest policy and Register of Board Members' Interests (please see Template register of Board members interests)


From a practical perspective, the Board may choose to delegate some of its activity to ensure the smooth running of the social business.  

Note that while the Board can delegate its authority, it cannot delegate its overall responsibility and is ultimately responsible for everything that goes on in a business.

To be effective, delegation needs to be legal, systematic and have proper oversight. Delegation can be to officers, sub-committees or paid staff and volunteers. As a minimum, you need to ensure: 

  • Any delegation is in line with your governing document
  • The delegation is clearly documented setting out specific terms of reference (rules of operation on what they can and cannot do) for sub committees, and appropriate delegated authority documentation for staff and volunteers setting out financial limits where appropriate
  • Establish a clear reporting mechanism for the Board to monitor its delegations.

Please see Example of sub-committee terms of reference

Further guidance 

Visit the Social Business Wales website for Developing governance capacity and its section on ‘Developing your social business Board of Directors’.

NB If you use the governance questionnaire, or part of it and want to discuss your answers, please do email 

In this section

Board members’ responsibilities for business compliance

Appointing Board Members