A board of directors makes sure that the management are doing...

A board of directors makes sure that the management are doing the right thing in the best interest of shareholders. A big part of this is procedural, legal and ethical considerations. The board of directors acts as a layer of protection for the normal retail shareholder and hence there is a need for non executive directors and various skills that maybe available candidates with a resources background don’t have.

If you want too do some reading into this have a look at the corporations act and also have a look at the AICD (Australian Institute of Company Directors). You will find some helpful resources into this subject.