Leadership and Governance
Governance is the system of decision rights and accountability that determines who decides, who is consulted, and who is informed. Candidates should be fluent in the distinction between governance and management: the governing body sets direction, approves strategy and risk appetite, and monitors performance, while management executes. Know the roles of the board or council, its committees (audit, finance, risk), the chair, the chief executive, and the company secretary, and understand quorum, conflict-of-interest, and minutes requirements.
Expect questions that test whether you can separate oversight from operations. A frequent trap is choosing an answer where the board "runs" a program or resolves a staffing matter; the correct answer usually has the board approving policy, delegating authority, and receiving assurance. Another trap confuses fiduciary duty (act in the organization's interest, with care and loyalty) with stakeholder advocacy. Watch for questions on delegation instruments: a delegation schedule transfers authority but never transfers accountability.
Learn the governance cycle: set strategy, approve risk appetite, allocate resources, monitor through performance and assurance reporting, and correct course. Assurance should be independent of the activity being assured; internal audit reports to the audit committee, not to the manager whose controls it examines.
Rule of thumb: when an option has the board making an operational decision, reject it; when an option has the board setting a limit, approving a plan, or receiving independent assurance, it is usually right.
Worked example: A director learns of a safety incident and wants staff dismissed. The correct sequence is to escalate through the chief executive, request a report through the audit or risk committee, and confirm that policy and controls are adequate, not to direct operational discipline from the board table.