- 2025
- NYSE & JP Morgan, Public Company Series: Board Structure and Composition
Critical Choices in Designing a Board: An Overview
Abstract
Board design is never one-size-fits-all. It’s a series of critical choices—each with trade-offs—that can define how a board functions, governs, and delivers strategic value.
That’s the premise of "Critical Choices in Designing a Board," a chapter for the newly released Public Company Series: Board Structure and Composition, a manual of corporate governance published by the NYSE and J.P. Morgan.
In our chapter, we outline six key decisions every board must address:
- What is the board’s purpose?
- Who should serve on it?
- How should the board be structured?
- How to clearly define roles and responsibilities?
- Which processes help the board function most effectively?
- What norms foster the right dynamics and culture?
We draw on research, boardroom case studies, and our experience at teaching board governance programs at Harvard Business School to offer a practical framework for designing a board.
The full volume brings together insights from legal advisors, investors, and governance experts and covers topics ranging from board refreshment and audit committees to shareholder activism, cybersecurity, and global governance trends.