No. Governance squarely lies with CEO and fiduciary responsibility with CFO. Board is supposed to look at these but they are not responsible for it (i.e. Enron

No. Governance squarely lies with CEO and fiduciary responsibility with CFO. Board is supposed to look at these but they are not responsible for it (i.e. Enron board members don't go to jail for fraud but CEO and CFO may). The board does not exist just for administrative purposes. At all time, senior leadership need to behave so that they have confidence of board members. In return, board members are supposed to advice on investments company is making or not making, competative landscape, internal struggles, big problems, earnings expectations etc.