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.

References in periodicals archive ?
Emiliano Reyes - board member, Social Housing Finance Corp.
The disruptive member: This board member does not get along with the rest of the board, is disruptive at meetings and is often more focused on pointing out shortfalls than doing anything to help the company.
The education of board members has become more critical," Cholmondeley imparts, attributing this change to corporate scandals such as those at Enron.
A couple of board members had pulled me aside at the time and said, "Lewis, how much do you believe in this?
While it was uncertain whether a lease agreement could be approved at that meeting without violating public meeting laws, board members made it clear they wanted to work with the museum.
Girl Scouts of the USA, National Board member, Public Policy Committee chair, 1996-99.
But anything else--like a major re-do to the kitchen or the bathroom--is a red flag for most co-op board members, who will probably envision months of noisy, dusty construction work with laborers traipsing in and out of the building.
sentencing guidelines that were issued late last year may offer a lot of help to board members and senior executives," suggests Randy Nornes, a managing director at Aon Risk Services, the Chicago-based consulting arm of insurance brokerage Aon Corp.
Contentious school boards and embattled superintendents might make good headlines, but they don't accurately represent the 95,000 school board members serving on 15,000 local public school boards across the country who work together and with superintendents to provide the best possible education for their students.
In fact, one of the few negative comments was from a Board member who complained about lack of members who could be counted on (Figure 2).
Veteran board member Todd Hattori notes, "As IABC continues to grow globally, our greatest challenge is keeping an open mind to new and different ways of delivering value to our diverse membership.
If, as a board member, you don't attend meetings or get adequate documentation before authorizing expenditures, you may be engaging in "wanton" or "negligent" behavior as defined by the law.