The aim is to prevent a and too much power being concentrated in the hands of one person.
A board resolution is an official document giving the committee the authorization to take action on what the board voted on.
The law takes the view that good faith must not only be done, but must be manifestly seen to be done, and zealously patrols the conduct of directors in this regard; and will not allow directors to escape liability by asserting that his decision was in fact well founded.
Outside directors bring outside experience and perspectives to the board.