The governing body is the person(s) or organization(s) (e.g., a board of directors) with primary responsibility for overseeing (a) the strategic direction of the entity and (b) the accountability of the entity. This includes overseeing the financial reporting process. Governing bodies can be made up of independent and non-independent directors and can have various sub-committees, such as the audit committee, the renumeration committee, and the ethics committee. In some entities in some jurisdictions, the governing body may include management personnel, for example, executive members of a governance board of a private or public sector entity, or an owner-manager. In some cases the governing body is responsible for approving the entity’s financial statements ( in other cases management has this responsibility). In most large organizations, there can be multiple organizational levels, each with specific authority and responsibility for governance.

Source; IFA (Evaluating and Improving Governance in Organizations, 2009, p. 7)