Which responsibility is NOT of the board of directors in establishing a proper tone at the top?

The board of directors plays a crucial role in establishing the tone at the top, which essentially sets the organizational culture and ethical framework that guides the entire business. Among the responsibilities listed, providing counsel on compliance matters is typically not a direct responsibility of the board but rather falls under the purview of management and compliance officers within the organization.

Taking responsibility for firm success is a key duty of the board, as they are accountable for the overall performance and strategic direction of the organization. They also have a role in defining the organization's risk appetite, which involves understanding and approving the level of risk the organization is willing to take to achieve its objectives. Approving policies is another critical function, as the board is responsible for overseeing governance policies that reflect the organizational culture and compliance standards.

In contrast, while the board must ensure that compliance programs exist and are effective, providing detailed counsel on compliance matters is usually a management-level function. This allows the board to maintain a high-level oversight role while empowering management to handle day-to-day compliance issues. Therefore, option B is not a core responsibility of the board in establishing a proper tone at the top.