board of directors

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Board of Directors

Individuals elected by the shareholders of a corporation who carry out certain tasks established in the charter.

Board of Directors

A body elected to govern a corporation on behalf of shareholders. Generally chosen to represent both management and shareholder interests, it establishes general policies for the organization, including dividend policies, and hires/fires major executives. It is answerable to shareholders for its decisions. A publicly traded company must have a board of directors.

board of directors

The group of people responsible for supervising the affairs of a corporation. The board of directors generally sets broad corporate policy rather than participating in day-to-day managerial decisions, although selection of the chief executive officer is the board's responsibility. Members are elected by the firm's stockholders and may or may not be stockholders themselves. See also chairman, classified board, inside director, interlocking directorates, outside director, staggered terms.

board of directors

the group responsible to the SHAREHOLDERS for running a JOINT-STOCK COMPANY. Often boards of directors are composed of full-time, salaried company executives (the executive directors) and part-time, nonexecutive directors. The board of directors meets periodically under the company chairman to decide on major policy matters within the company and the appointment of key managers. DIRECTORS are elected annually at the company ANNUAL GENERAL MEETING.

In recent years the responsibilities of British directors have been increased under the terms of the Insolvency Act and they may be held personally liable for company debts incurred if they knowingly and recklessly trade after the company is insolvent (see INSOLVENCY).

In certain European countries, like Germany, there are two-tier boards of directors with a supervisory board composed of representatives of shareholders, employees, etc., which appoints a management board to deal with the detailed management of the company. See CORPORATE GOVERNANCE.

board of directors

the group responsible to the SHAREHOLDERS for running a JOINT-STOCK COMPANY. Often, boards of directors are made up of full-time salaried company executives (the executive directors) and part-time, nonexecutive directors. The board of directors meets periodically under the company chairman to decide on major policy matters within the company and the appointment of key managers. Directors are elected by rotation at the company ANNUAL GENERAL MEETING. See TWO-TIER BOARD, CORPORATE GOVERNANCE.

board of directors

The governing body of an organization,charged with establishing policy and with taking steps to see that the policies are implemented.Except in small corporations or associations, the board typically does not involve itself in day-to-day business activities, those being more properly the role of the president.Many corporations have executive boards with true legal responsibilities,and advisory boards of largely ceremonial function designed to reward contributors,create strategic alliances,or gain expert insights into limited areas on an as-needed basis.

• In the real estate context, a director who acts as a broker in real estate transactions involv- ing corporate property cannot accept a commission unless the board specifically authorizes it, even if the president previously granted the approval and would otherwise have had such authority to hire a third party.

• Lenders have legal limitations on the sizes of loans they can extend to their own directors. Large developers should consider this before accepting board positions.

• The board of directors in a cooperative apartment enjoys tremendous power in the approval of new members and in decisions to evict current members.

• The board of directors of a condominium association is charged with making sure the community always has adequate insurance. Because of the shared nature of ownership in the common areas, inadequate insurance could result in the imposition of liability on individual unit owners for an accident in a common area. Failure to maintain the proper level of insurance could subject board members to liability.

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