The Board of Directors governs the Rhaetian Railway with foresight. Two members are appointed by the Swiss canton of Graubünden and two by the Swiss Confederation. The remaining members are elected by the general meeting of shareholders. Stefan Engler, Member of the Swiss Council of States, has been Chairman of the Board of Directors since 2011.

The Board of Directors consists of seven members. In accordance with the Articles of Association, which are based on Art. 762 of the Swiss Code of Obligations (OR) and Art. 14 of the Railways Act (EBG), two members are appointed by the government of the canton of Graubünden, and two by the Swiss federal government. At present, the federal government has appointed only one representative. The general meeting of shareholders elects the remaining members. The term of office is two years.

The Board of Directors elects its Chairman, Vice-Chairman and Secretary. The latter need not be a member of the board. The Audit Committee supports the Board of Directors in its supervisory function, and in relation to risk management and the internal control system. Decisions are reached and resolutions adopted by the Board of Directors as a whole. In accordance with the Articles of Association, the Board of Directors has delegated the management of the company's business to the Management Board of Rhaetian Railway.