The present invention comprises an effective insulation and ventilating assembly that can insulate a structure, usually in roofing or exterior wall applications, from conductive, convective and radiant heat. The insulating and venting assembly is comprised of a rigid foam sheet and a rigid panel such as oriented strand board (OSB) or plywood attached one or both sides of the rigid foam sheet. The rigid foam sheet has air spacer columns and air spaces on one or both faces. Radiant barrier layers can be applied to either faces of the rigid panels and/or can be applied to the air spacer and air space surfaces allowing for radiant heat to be radiating back or radiant heat to not be reradiated by the radiant barrier low emissivity surface. The air spaces in the rigid foam face allows air and moisture to be vented though the insulating and venting assembly.