Management is responsible for the day-to-day execution of governance processes within the organization. The board provides governance oversight, establishes direction, monitors management, and holds management accountable, but it does not ordinarily execute daily operational governance activities. Management translates board direction into policies, processes, organizational structures, responsibilities, reporting mechanisms, and operational decisions. The internal audit function independently evaluates and provides assurance and advice concerning governance, risk management, and control but does not own or execute governance processes. A risk committee may support oversight of particular risk matters, depending on its mandate, but it does not replace management’s daily responsibilities. Effective governance therefore depends on a clear division between board oversight and management execution. Accordingly, management is ultimately responsible for implementing governance processes in everyday organizational operations.
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