This essay delves into the critical role and significance of a corporate board within organizations, emphasizing its function in directing and controlling operations to enhance shareholder value. It explores the ethical dimensions of corporate governance, examining the responsibilities of boards, managers, and employees in upholding both internal agency concerns and broader social welfare. The essay discusses the board's key roles, including setting vision, strategy, and structure, delegating to management, and ensuring accountability to shareholders and stakeholders. It also addresses the challenges in achieving an effective board, such as conflicts of interest, governance standards, diversity, accountability issues, and short-termism. Furthermore, it outlines the professional behaviors expected of board members, emphasizing integrity, impartiality, and diligence in fulfilling their duties. The essay highlights the importance of ethical conduct and responsible leadership in corporate governance, emphasizing the board's vital role in promoting the company's success and benefiting its members.