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A board of directors is an executive committee that supervises the activities of a business, a nonprofit organization, or a government agency. The powers, duties, and responsibilities of a board of directors are determined by government regulations (including the jurisdiction's corporate law) and the organization's own constitution and by-laws.
Directors' duties are a series of statutory, common law and equitable obligations owed primarily by members of the board of directors to the corporation that employs them. It is a central part of corporate law and corporate governance. Directors' duties are analogous to duties owed by trustees to beneficiaries, and by agents to principals.
The board of directors has primary responsibility for the corporation's internal and external financial reporting functions. The chief executive officer and chief financial officer are crucial participants, and boards usually have a high degree of reliance on them for the integrity and supply of accounting information.
Policy Governance, informally known as the Carver model, is a system for organizational governance. Policy Governance defines and guides appropriate relationships between an organization's owners, board of directors, and chief executive. The Policy Governance approach was first developed in the 1970s by John Carver who has registered the term ...
Under section 177, when directors are on both sides of a proposed contract, for example where a person owns a business selling iron chairs to the company in which he is a director, [17] it is a default requirement that they disclose the interest to the board, so that disinterested directors may approve the deal.
The responsibilities of board secretary include preparing meetings of shareholders and boards of directors, maintaining company records and shareholders information, dealing with information disclosure etc. Relevant listing rules in China further clarify that the secretary of the Board is a managerial position.
Many positions at this level report to a president or chief executive officer, or to a company's board of directors. [3] People in senior executive positions of publicly traded companies are often offered stock options so it is in their interest that the company's stock price increases over time, in parallel with being accountable to investors ...
An audit committee is a committee of an organisation's board of directors which is responsible for oversight of the financial reporting process, selection of the independent auditor, and receipt of audit results both internal and external. In a U.S. publicly traded company, an audit committee is an operating committee of the board of directors ...