Whose Role Is It Anyway? Distinguishing Corporate Officers From Directors

Most legal entities, like corporations, have officers and directors who, together, run the business. Directors sit on the board of directors and collectively govern and oversee the entity. In contrast, officers generally implement the board’s vision and manage the day-to-day operations of the business.

While there is widespread agreement that the roles and responsibilities of officers and directors are distinct from each other, regulators have often merged or confused the concepts. This can create problems when directors are expected to intervene in the day-to-day purview of management. Below are some examples of how regulators have struggled to distinguish the roles of officers and directors and how this issue continues to impact the compliance obligations of banks and non-bank corporate entities.