A corporation is a man-made entity that combines a cultural need for consensus with the capitalist need for efficiency. A corporation's board of directors acts by consensus whereas corporate officers act in a military, hierarchical, and presumably efficient manner. Unfortunately, a hierarchy may hide and/or forget activities, which is why a functioning board is the key to good corporate governance.
Many board members are appointed to their roles because they have had success in business, have a strong resume as leaders of non-profit organizations, or have made great achievements in their respective communities. However, this does not necessarily mean that as a board member they are prepared to understand fiscal data thrust in front of them. As a result, the director may be reticent to participate in fiscal matters of pre-eminent importance. Since fiscal information tends to be provided to board members with little preface or minimal overview, critical questions often go unasked.