The size of a board of directors can vary depending on the size of the company and the complexity of its business. A company determines, in its bylaws, the maximum and minimum size of the board. A board whose size is too large may dilute the decision-making power of each of the directors, reducing their involvement and therefore the overall effectiveness of the board to govern the company. In contrast, a board whose size is too small may not be able to adequately fulfill its mandate and does not have a range of expertise extended enough for the needs of the company. According to the law, a board should be composed of at least three Directors.

We also believe that the board should include an odd number of directors, which avoids equal voting results where the Chairman of the Board has, in many companies, a second vote to break the tie. It is frequent that companies ask their shareholders or members, at the annual meeting, to set the size of the board. This measure is recommended, because it ensures to shareholders that the size of the board will not be manipulated by the management in order to remain in control of the board. The policy supports the proposals asking that shareholders establish a range within the acceptable limits set by the policy.

An organization’s board of directors must include enough members to provide the diversity of experiences and skills needed for the smooth running of its activities and those of its committees. However, the number of directors must be reasonable, in order to foster the effectiveness of the Board and the active participation of all its members. The size of a Board can vary depending on the size of the company and the complexity of its business. We believe that the maximum number of directors should not exceed 11 in an SME or NPO.