Board of directors - Knowledge (XXG)

2051:. It was alleged that the directors had issued many new shares purely to deprive a particular shareholder of his voting majority. An argument that the power to issue shares could only be properly exercised to raise new capital was rejected as too narrow, and it was held that it would be a proper exercise of the director's powers to issue shares to a larger company to ensure the financial stability of the company, or as part of an agreement to exploit mineral rights owned by the company. If so, the mere fact that an incidental result (even if it was a desired consequence) was that a shareholder lost their majority, or a takeover bid was defeated, this would not itself make the share issue improper. But if the sole purpose was to destroy a voting majority, or block a takeover bid, that would be an improper purpose. 1325:

trade options. One of the arguments for having outside directors is that they can keep a watchful eye on the inside directors and on the way the organization is run. Outside directors are unlikely to tolerate "insider dealing" between inside directors, as outside directors do not benefit from the company or organization. Outside directors are often useful in handling disputes between inside directors, or between shareholders and the board. They are thought to be advantageous because they can be objective and present little risk of conflict of interest. On the other hand, they might lack familiarity with the specific issues connected to the organization's governance, and they might not know about the industry or sector in which the organization is operating.

53: 1514:). For example, the nature of the business entity may be one that is traded on a public market (public company), not traded on a public market (a private, limited or closely held company), owned by family members (a family business), or exempt from income taxes (a non-profit, not for profit, or tax-exempt entity). There are numerous types of business entities available throughout the world such as a corporation, limited liability company, cooperative, business trust, partnership, private limited company, and public limited company. 2431:

issues such as excessive executive compensation and passive participation (lack of proper governance) of the board members. The journal paper cites examples of underperforming CEOs of Fortune 500 companies who took compensation and retirement package in hundreds of millions of dollars while the stock price of their companies lost billions of dollars. The research proposes institutionalizing a standardized board evaluation framework to help balance between the executive compensation and protecting the interest of shareholders

1629:

year since they often sit on the boards of several companies. Inside directors are usually not paid for sitting on a board, but the duty is instead considered part of their larger job description. Outside directors are usually paid for their services. These remunerations vary between corporations, but usually consist of a yearly or monthly salary, additional compensation for each meeting attended, stock options, and various other benefits. such as travel, hotel and meal expenses for the board meetings.

1805:

alone can exercise these powers. The only way in which the general body of shareholders can control the exercise of powers by the articles in the directors is by altering the articles, or, if opportunity arises under the articles, by refusing to re-elect the directors of whose actions they disapprove. They cannot themselves usurp the powers which by the articles are vested in the directors any more than the directors can usurp the powers vested by the articles in the general body of shareholders.

2339:

sustainability. A social board has society designed into its structure. It elevates the voice of society through specialist appointments to the board and mechanisms that empower innovation from within the organisation. Social boards align themselves with themes that are important to society. These may include measuring worker pay ratios, linking personal social and environmental objectives to remuneration, integrated reporting, fair tax and B-Corp certification.

1637:

to the limited time they can dedicate to this task. Overconfident directors are found to pay higher premiums in corporate acquisitions and make worse takeover choices. Locally rooted directors tend to be overrepresented and lack international experience, which can lead to lower valuations, especially in internationally oriented firms. Directors' military experience is associated with rigorous monitoring and improved corporate governance.

1613:

when it contradicts the board's views. In addition, many shareholders vote to accept all recommendations of the board rather than try to get involved in management, since each shareholder's power, as well as interest and information is so small. Larger institutional investors also grant the board proxies. The large number of shareholders also makes it hard for them to organize. However, there have been moves recently to try to increase

1827: 1699: 1409: 2109:"A corporate body can only act by agents, and it is, of course, the duty of those agents so to act as best to promote the interests of the corporation whose affairs they are conducting. Such agents have duties to discharge of a fiduciary nature towards their principal. And it is a rule of universal application that no one, having such duties to discharge, shall be allowed to enter into engagements in which he has, 1545:

and the secretary, and the officers become members of the board in addition to the directors and retain those duties on the board. The directors may also be classified as officers in this situation. There may also be ex-officio members of the board, or persons who are members due to another position that they hold. These ex-officio members have all the same rights as the other board members.

1133: 1474:, and the assessment of the board process through standardized assessments of board members, owners, and CEOs. The science of this process has been slow to develop due to the secretive nature of the way most companies run their boards, however some standardization is beginning to develop. Some who are pushing for this standardization in the US are the 1685:

have "unitary" boards, which bring together executive and non-executive board members. In some countries there is also an additional statutory body for audit purposes. The OECD Principles are intended to be sufficiently general to apply to whatever board structure is charged with the functions of governing the enterprise and monitoring management.

2585:

both companies and made a substantial profit. The shareholders of Company A sued asking that directors and their friends to disgorge the profits that they had made in connection with their 3,000 shares in Company B – the very same shares which the shareholders in Company A had been asked to subscribe (through Company A) but refused to do so.

1633:, for example, pays directors an annual retainer of $ 46,500, an additional annual retainer of $ 2,500 if the director is also a chairperson of a committee, a per-meeting-attended fee of $ 2,000 for meetings attended in person, a $ 500 fee for each meeting attended via telephone, in addition to stock options and retirement benefits. 2321:, protections for non-member stakeholders were considerably more limited (see, for example, s.309 which permitted directors to take into account the interests of employees but which could only be enforced by the shareholders and not by the employees themselves). The changes have therefore been the subject of some criticism. 2154:"(i) that what the directors did was so related to the affairs of the company that it can properly be said to have been done in the course of their management and in the utilisation of their opportunities and special knowledge as directors; and (ii) that what they did resulted in profit to themselves." 2092:

By definition, where a director enters into a transaction with a company, there is a conflict between the director's interest (to enrich themselves with the transaction) and their duty to the company (to ensure that the company gets as much as it can out of the transaction). In some places, this rule

1804:

A company is an entity distinct alike from its shareholders and its directors. Some of its powers may, according to its articles, be exercised by directors, certain other powers may be reserved for the shareholders in general meeting. If powers of management are vested in the directors, they and they

1628:

unto itself. For major corporations, the board members are usually professionals or leaders in their field. In the case of outside directors, they are often senior leaders of other organizations. Nevertheless, board members often receive remunerations amounting to hundreds of thousands of dollars per

1612:

power. Most shareholders do not attend shareholder meetings, but rather cast proxy votes via mail, phone, or internet, thus allowing the board to vote for them. However, proxy votes are not a total delegation of the voting power, as the board must vote the proxy shares as directed by their owner even

2426:

According to John Gillespie, a former investment banker and co-author of a book critical of boards, "Far too much of their time has been for check-the-box and cover-your-behind activities rather than real monitoring of executives and providing strategic advice on behalf of shareholders". At the same

2342:

Social boards recognise that they are part of society and that they require more than a licence to operate to succeed. They balance short-term shareholder pressure against long-term value creation, managing the business for a plurality of stakeholders including employees, shareholders, supply chains

2070:

This does not mean, however, that the board cannot agree to the company entering into a contract which binds the company to a certain course, even if certain actions in that course will require further board approval. The company remains bound, but the directors retain the discretion to vote against

1925:

In practice, it can be quite difficult to remove a director by a resolution in general meeting. In many legal systems, the director has a right to receive special notice of any resolution to remove them; the company must often supply a copy of the proposal to the director, who is usually entitled to

1636:

Academic research has identified different types of board directors. Their characteristics and experiences shape their role and performance. For instance, directors with multiple mandates are often referred to as busy directors. Their monitoring performance is considered to be comparatively weak due

2442:

systems to address the disproportionality of gender representation on corporate boards. A study of the French corporate elite has found that certain social classes are also disproportionately represented on boards, with those from the upper and, especially, upper-middle classes tending to dominate.

2338:

Most companies have weak mechanisms for bringing the voice of society into the board room. They rely on personalities who were not appointed for their understanding of societal issues. Often they give limited focus (both through time and financial resource) to issues of corporate responsibility and

1684:

countries. Some countries have two-tier boards that separate the supervisory function and the management function into different bodies. Such systems typically have a "supervisory board" composed of nonexecutive board members and a "management board" composed entirely of executives. Other countries

1620:

A contrasting view is that in large public companies it is upper management and not boards that wield practical power, because boards delegate nearly all of their power to the top executive employees, adopting their recommendations almost without fail. As a practical matter, executives even choose

1324:

Outside directors bring outside experience and perspectives to the board. For example, for a company that serves a domestic market only, the presence of CEOs from global multinational corporations as outside directors can help to provide insights on export and import opportunities and international

2584:

of not less than £5,000 (a substantial sum at the time). Company A was unable to subscribe for more than £2,000 in shares, so the directors arranged for the remaining 3,000 shares to be taken by themselves and their friends. Later, instead of selling the undertaking, they sold all of the shares in

2381:

According to the Corporate Library's study, the average size of publicly traded company's board is 9.2 members, and most boards range from 3 to 31 members. According to Investopedia, some analysts think the ideal size is seven. State law may specify a minimum number of directors, maximum number of

2029:

Directors must exercise their powers for a proper purpose. While in many instances an improper purpose is readily evident, such as a director looking to enrich themselves or divert an investment opportunity to a relative, such breaches usually involve a breach of the director's duty to act in good

1544:

The setup of a board of directors vary widely across organizations and may include provisions that are applicable to corporations, in which the "shareholders" are the members of the organization. A difference may be that the membership elects the officers of the organization, such as the president

3032:

See generally, Bowen, William G., The board book: an insider's guide for directors and trustees (2008 W.W. Norton & Co.); Murray, Alan S., Revolt in the boardroom: the new rules of power in corporate America (2007 Collins); Charan, Ram, Boards that deliver: advancing corporate governance from

2368:

is now the direct responsibility of directors. The vast majority of companies covered by the act have hired internal auditors to ensure that the company adheres to required standards of internal control. The internal auditors are required by law to report directly to an audit board, consisting of

2020:

The duties apply to each director separately, while the powers apply to the board jointly. Also, the duties are owed to the company itself, and not to any other entity. This does not mean that directors can never stand in a fiduciary relationship to the individual shareholders; they may well have

1963:

must be present before any business may be conducted. Usually, a meeting which is held without notice having been given is still valid if all of the directors attend, but it has been held that a failure to give notice may negate resolutions passed at a meeting, because the persuasive oratory of a

1896:

required that nominating committees consist of independent directors as a condition of listing, nomination committees have historically received input from management in their selections even when the CEO does not have a position on the board. Shareholder nominations can only occur at the general

2430:

According to the International Institute of Management, the rise in investor dissatisfaction, class-action lawsuits and shareholder activism has resulted in more attention directed toward the board of directors and the lack of corporate governance accountability. Shareholders' complaints include

1933:

A 2010 study examined how corporate shareholders voted in director elections in the United States. It found that directors received fewer votes from shareholders when their companies performed poorly, had excess CEO compensation, or had poor shareholder protection. Also, directors received fewer

1752:

The development of a separate board of directors to manage/govern/oversee a company has occurred incrementally and indefinitely over legal history. Until the end of the 19th century, it seems to have been generally assumed that the general meeting (of all shareholders) was the supreme organ of a

1676:

In the United States, the board of directors (elected by the shareholders) is often equivalent to the supervisory board, while the executive board may often be known as the executive committee (operating committee or executive council), composed of the CEO and their direct reports (other C-level

2329:

The adoption of technology that facilitates the meeting preparation and execution of directors continues to grow. Board directors are increasingly leveraging this technology to communicate and collaborate within a secure environment to access meeting materials, communicate with each other, and

1541:. The amount of powers and authority delegated to the board depend on the bylaws and rules of the particular organization. Some organizations place matters exclusively in the board's control while in others, the general membership retains full power and the board can only make recommendations. 2083:

As fiduciaries, the directors may not put themselves in a position where their interests and duties conflict with the duties that they owe to the company. The law takes the view that good faith must not only be done, but must be manifestly seen to be done, and zealously patrols the conduct of

2200:

However, this decision was based firmly in the older notions (see above) that prevailed at the time as to the mode of corporate decision making, and effective control residing in the shareholders; if they elected and put up with an incompetent decision maker, they should not have recourse to

3573:

For example, if the board is authorised by the shareholders to negotiate with a takeover bidder. It has been held in New Zealand that "depending upon all the surround circumstances and the nature of the responsibility which in a real and practical sense the director has assumed towards the

1603:, the board tends to exercise more of a supervisory role, and individual responsibility and management tends to be delegated downward to individual professional executives (such as a finance director or a marketing director) who deal with particular areas of the company's affairs. 1537:, such as a society made up of members of a certain profession or one advocating a certain cause, a board of directors may have the responsibility of running the organization in between meetings of the membership, especially if the membership meets infrequently, such as only at an 127:

of the corporation and sets out the overall strategic direction. In corporations with dispersed ownership, the identification and nomination of directors (that shareholders vote for or against) are often done by the board itself, leading to a high degree of self-perpetuation. In a

1517:

Much of what has been written about boards of directors relates to boards of directors of business entities actively traded on public markets. More recently, however, material is becoming available for boards of private and closely held businesses including family businesses.

1770:

and that, where the powers of management were vested in the board, the general meeting could not interfere with their lawful exercise. The articles were held to constitute a contract by which the members had agreed that "the directors and the directors alone shall manage."

1649:(elected by the shareholders and employees) for supervising the executive board. In these countries, the chairman of the supervisory board is equivalent to the chairman of a single-tier board, while the chairman of the management board is reckoned as the company's CEO or 2330:

execute their governance responsibilities. This trend is particularly acute in the United States where a robust market of early adopters garnered acceptance of board software by organizations resulting in higher penetration of the board portal services in the region.

2125:

However, in many jurisdictions the members of the company are permitted to ratify transactions which would otherwise fall foul of this principle. It is also largely accepted in most jurisdictions that this principle can be overridden in the company's constitution.

1926:

be heard by the meeting. The director may require the company to circulate any representations that they wish to make. Furthermore, the director's contract of service will usually entitle them to compensation if they are removed, and may often include a generous "

3033:

compliance to competitive advantage (2005 Jossey-Bass); Carver, John, Corporate boards that create value: governing company performance from the boardroom (2002 Jossey-Bass); Harvard Business Review on corporate governance (2000 Harvard Business School Press).

1904:) who are purportedly accountable to the board of directors have historically played a major role in selecting and nominating the directors who are voted on by the shareholders, in which case more "gray outsider directors" (independent directors with 1918:

Directors may also leave office by resignation or death. In some legal systems, directors may also be removed by a resolution of the remaining directors (in some countries they may only do so "with cause"; in others the power is unrestricted).

1395:, where a relatively small number of individuals have significant influence over many important entities. This situation can have important corporate, social, economic, and legal consequences, and has been the subject of significant research. 1599:. In practice, the amount of power exercised by the board varies with the type of company. In small private companies, the directors and the shareholders are normally the same people, and thus there is no real division of power. In large 1387:– an individual who is appointed by a shareholder, creditor or interest group (whether contractually or by resolution at a company meeting) and who has a continuing loyalty to the appointors or other interest in the appointing company 2084:

directors in this regard; and will not allow directors to escape liability by asserting that their decisions were in fact well founded. Traditionally, the law has divided conflicts of duty and interest into three sub-categories.

2169:

Directors cannot compete directly with the company without a conflict of interest arising. Similarly, they should not act as directors of competing companies, as their duties to each company would then conflict with each other.

2066:

in relation to the exercise of their powers, and cannot bind themselves to vote in a particular way at future board meetings. This is so even if there is no improper motive or purpose, and no personal advantage to the director.

1268:, or someone similarly connected to the organization. Inside directors represent the interests of the entity's stakeholders, and often have special knowledge of its inner workings, its financial or market position, and so on. 3933:

Charities should generally not compensate persons for service on the board of directors except to reimburse direct expenses of such service. ... Charities may pay reasonable compensation for services provided by officers and

1897:

meeting itself or through the prohibitively expensive process of mailing out ballots separately; in May 2009 the SEC proposed a new rule allowing shareholders meeting certain criteria to add nominees to the proxy statement.

1548:

Members of the board may be removed before their term is complete. Details on how they can be removed are usually provided in the bylaws. If the bylaws do not contain such details, the section on disciplinary procedures in

3822: 2225:

More recently, it has been suggested that both the tests of skill and diligence should be assessed objectively and subjectively; in the United Kingdom, the statutory provisions relating to directors' duties in the new

2141:, or information. This prohibition is much less flexible than the prohibition against the transactions with the company, and attempts to circumvent it using provisions in the articles have met with limited success. 2372:

The law requires companies listed on the major stock exchanges (NYSE, NASDAQ) to have a majority of independent directors—directors who are not otherwise employed by the firm or in a business relationship with it.

1971:

countries, the powers of the board are vested in the board as a whole, and not in the individual directors. However, in instances an individual director may still bind the company by their acts by virtue of their

2117:, with the interests of those whom he is bound to protect... So strictly is this principle adhered to that no question is allowed to be raised as to the fairness or unfairness of the contract entered into..." ( 1934:

votes when they did not regularly attend board meetings or received negative recommendations from a proxy advisory firm. The study also shows that companies often improve their corporate governance by removing

2463: 1302:

sometimes used for the CEO position in some organizations). Executive directors often have a specified area of responsibility in the organization, such as finance, marketing, human resources, or production.

2289:

of the company. However, more recently there have been attempts to "soften" the position, and provide for more scope for directors to act as good corporate citizens. For example, in the United Kingdom, the

1786:

have reinforced the norm that, unless the directors are acting contrary to the law or the provisions of the Articles, the powers of conducting the management and affairs of the company are vested in them.

4336:

P. Blumberg, 'Reflections on Proposals for Corporate Reform Through Change in the Composition of the Board of Directors: "Special Interest" or "Public" Directors' (1973) 53 Boston University Law Review

3687: 2294:

requires directors of companies "to promote the success of the company for the benefit of its members as a whole" and sets out the following six factors regarding a director's duty to promote success:

4281: 1244:

The directors of an organization are the persons who are members of its board. Several specific terms categorize directors by the presence or absence of their other relationships to the organization.

2985: 1317:

An outside director is a member of the board who is not otherwise employed by or engaged with the organization, and does not represent any of its stakeholders. A typical example is a director who is

1762: 3548: 1959:

The exercise by the board of directors of its powers usually occurs in board meetings. Most legal systems require sufficient notice to be given to all directors of these meetings, and that a

2580:. They formed a new company ("Company B") to take the leases of the two new cinemas. But the lessor insisted on various stipulations, one of which was that Company B had to have a paid up 4083: 3838: 1525:

organization is one whose board is self-appointed, rather than being accountable to a base of members through elections; or in which the powers of the membership are extremely limited.

1466:, includes the selection of board members, the setting of clear board objectives, the dissemination of documents or board package to the board members, the collaborative creation of an 1922:

Some jurisdictions also permit the board of directors to appoint directors, either to fill a vacancy which arises on resignation or death, or as an addition to the existing directors.

2041:

of the company to disenfranchise voting rights attached to shares for failure to properly comply with notice served on the shareholders. Prior to that case the leading authority was

1490:

A board of directors conducts its meetings according to the rules and procedures contained in its governing documents. These procedures may allow the board to conduct its business by

104:

In an organization with voting members, the board is accountable to, and may be subordinate to, the organization's full membership, which usually elect the members of the board. In a

2481: 2435: 4013: 3869: 2971: 1951:

had found new positions as directors. The SEC sometimes imposes a ban (a "D&O bar") on serving on a board as part of its fraud cases, and one of these was upheld in 2013.

4379:

KJ Hopt and PC Leyens, 'Board Models in Europe – Recent Developments of Internal Corporate Governance Structures in Germany, the United Kingdom, France, and Italy' (2004)

2576:

In summary, the facts were as follows: Company A owned a cinema, and the directors decided to acquire two other cinemas with a view to selling the entire undertaking as a

1665:

and too much power being concentrated in the hands of one person. There is a strong parallel here with the structure of government, which tends to separate the political

3391: 1236:. However, in membership organizations, the members elect the president of the organization and the president becomes the board chair, unless the by-laws say otherwise. 1163: 1837: 1709: 1419: 2427:

time, scholars have found that individual directors have a large effect on major corporate initiatives such as mergers and acquisitions and cross-border investments.

2317:

This represents a considerable departure from the traditional notion that directors' duties are owed only to the company. Previously in the United Kingdom, under the

2129:

In many countries, there is also a statutory duty to declare interests in relation to any transactions, and the director can be fined for failing to make disclosure.

1298:

An inside director who is employed as a manager or executive of the organization is sometimes referred to as an executive director (not to be confused with the title

3962: 3129: 2519:

In the United Kingdom, see section 304(1) of the Companies Act 1985. A private company cannot use a written resolution under section 381A – a meeting must be held.

4116: 4046: 3995: 2468: 2438:

has been the subject of much criticism in recent years. Governments and corporations have responded with measures such as legislation mandating gender quotas and

2418:

do. 80% of nonprofit organizations require board members to personally contribute to the organization. As of 2007, this percentage had increased in recent years.

3779: 2178:

Traditionally, the level of care and skill which has to be demonstrated by a director has been framed largely with reference to the non-executive director. In

3695: 2989: 3797: 2285:

Historically, directors' duties have been owed almost exclusively to the company and its members, and the board was expected to exercise its powers for the

2407: 1475: 52: 4880: 4484: 132:

with no general voting membership, the board is the supreme governing body of the institution, and its members are sometimes chosen by the board itself.

2809: 3588: 1792: 1775: 3297: 1884:. For publicly traded companies in the U.S., the directors which are available to vote on are largely selected by either the board as a whole or a 2892: 2777: 2030:

faith. Greater difficulties arise where the director, while acting in good faith, is serving a purpose that is not regarded by the law as proper.

2390:

While a board may have several committees, two—the compensation committee and audit committee—are critical and must be made up of at least three

1753:

company, and that the board of directors merely acted as an agent of the company subject to the control of the shareholders in general meeting.

4092: 3846: 1510:

The responsibilities of a board of directors vary depending on the nature and type of business entity and the laws applying to the entity (see

1357:– an inside director who is also an executive with the organization. The term is also used, in a completely different sense, to refer to a CEO 4397: 1156: 232: 1645:

In some European and Asian countries, there are two separate boards, an executive board (or management board) for day-to-day business and a

1256:, a position that does not carry any executive authority and represents recognition of the person's corporate governorship and performance. 2206: 1797: 1757: 1294:

Representatives of other stakeholders such as labor unions, major lenders, or members of the community in which the organization is located

3637: 4411: 3745: 2188:"a director need not exhibit in the performance of his duties a greater degree of skill than may reasonably be expected from a person of 4022: 2180: 3877: 4627: 3925: 2001:

Because directors exercise control and management over the organization, but organizations are (in theory) run for the benefit of the

860: 39: 2946: 2102: 1867: 1739: 1449: 717: 2158:

And accordingly, the directors were required to disgorge the profits that they made, and the shareholders received their windfall.

1880:

In most legal systems, the appointment and removal of directors is voted upon by the shareholders in general meeting or through a

1766:

2 Ch 34 that the division of powers between the board and the shareholders in general meaning depended on the construction of the

3327: 2725: 1149: 766: 2410:

in the United States estimated that directors averaged 4.3 hours a week on board work. Surveys have indicated that about 20% of

1215:

The legal responsibilities of boards and board members vary with the nature of the organization, and between jurisdictions. For

4803: 4351: 4173: 101:. These authorities may specify the number of members of the board, how they are to be chosen, and how often they are to meet. 3388: 2150:

All ER 378 the House of Lords, in upholding what was regarded as a wholly unmeritorious claim by the shareholders, held that:

2005:, the law imposes strict duties on directors in relation to the exercise of their duties. The duties imposed on directors are 1948: 1321:

of a firm in a different industry. Outside directors are not employees of the company or affiliated with it in any other way.

4477: 2658: 2238:

In most jurisdictions, the law provides for a variety of remedies in the event of a breach by the directors of their duties:

46: 3518: 2097:

or conflict of duty is purely hypothetical, the directors can be forced to disgorge all personal gains arising from it. In

4617: 3971: 3448:

Cai, Jay; Garner, Jacqueline; Walkling, Ralph (2010). "Shareholder Access to the Boardroom: A Survey of Recent Evidence".

2382:

directors, and qualifications for directors (e.g. whether board members must be individuals or may be business entities).

1977: 1767: 1137: 882: 792: 443: 4233: 3126: 1809:

It has been remarked that this development in the law was somewhat surprising at the time, as the relevant provisions in

4921: 4737: 4512: 4060: 3197: 2043: 2034: 1187:(of which the titles vary from organization to organization; the chief executive may be titled chief executive officer, 1000: 786: 614: 2550:

Although as Gower points out, as well understood as the rule is, there is a paucity of authority on the point. But see

4916: 4798: 4702: 4667: 4507: 3502: 2146: 1318: 1188: 990: 877: 827: 35: 3094: 3042:

See specifically Tutelman and Hause, The Balance Point: New Ways Business Owners Can Use Boards (2008 Famille Press).

3003: 1567:, directors are elected to represent and are legally obligated as fiduciaries to represent owners of the company—the 3064: 4431:

Website of the board of a large U.S. university, illustrating a typical board's composition, duties, concerns, etc.

4387: 2037:

decision in Eclairs Group Ltd v JKX Oil & Gas plc (2015). The case concerned the powers of directors under the

1551: 1020: 4448: 2924:"Does the Number of Interlocking Directors Influence a Firm's Financial Performance? An Exploratory Meta-Analysis" 4687: 4622: 4470: 3801: 3783: 2274: 2262: 1025: 804: 746: 448: 280: 45:"The Board of Directors" redirects here. For the album by the Mills Brothers with Count Basie and orchestra, see 2137:

Directors must not, without the informed consent of the company, use for their own profit the company's assets,

1571:/stockholders. In this capacity they establish policies and make decisions on issues such as whether there is 4742: 4717: 4672: 4637: 4632: 4597: 4557: 4552: 4547: 4527: 3912: 2458: 2360:

of 2002 has introduced new standards of accountability on boards of U.S. companies or companies listed on U.S.

1511: 1392: 1286: 1040: 1015: 751: 461: 395: 365: 1938:

or classified boards and by reducing excessive CEO pay after their directors receive low shareholder support.

1371:– an individual who acts as a director of the company but has not actually or validly been appointed as such. 4931: 4747: 4727: 4677: 4657: 4642: 4612: 4602: 4592: 4587: 4517: 4130:

Money for Nothing: How the Failure of Corporate Boards is Ruining American Business and Costing Us Trillions

2038: 1935: 1889: 1849: 1721: 1431: 1282: 1233: 1030: 1010: 995: 950: 776: 521: 501: 452: 438: 433: 429: 390: 184: 124: 3765: 2805: 2357: 2054:

Not all jurisdictions recognised the "proper purpose" duty as separate from the "good faith" duty however.

4936: 4875: 4793: 4732: 4722: 4697: 4647: 4567: 4537: 4430: 2415: 1538: 1361: 1090: 1075: 1005: 867: 771: 420: 320: 300: 290: 255: 109: 75: 3290: 2406:

companies received median pay of $ 234,000 in 2011. Directorship is a part-time job. A 2011 study by the

4926: 4707: 4692: 4682: 4662: 4582: 4562: 4542: 4522: 2965: 2138: 1576: 1534: 972: 854: 842: 734: 727: 702: 664: 639: 589: 496: 457: 205: 129: 120:(such as Germany and Sweden), the workers of a corporation elect a set fraction of the board's members. 3717: 3159: 2900: 2774: 1591:

Theoretically, the control of a company is divided between two bodies: the board of directors, and the

1479: 3192: 1606:

Another feature of boards of directors in large public companies is that the board tends to have more

1343:– a director who, in addition to serving on the board, has a meaningful connection to the organization 4870: 4778: 4607: 4577: 4456: 3607: 2797: 2411: 2391: 2094: 1992: 1973: 1905: 1885: 1666: 1662: 1658: 1614: 1312: 1219:, these responsibilities are typically much more rigorous and complex than for those of other types. 1035: 960: 945: 832: 822: 799: 739: 707: 609: 551: 313: 210: 2789: 1621:

the directors, with shareholders normally following management recommendations and voting for them.

1351:– a director who, other than serving on the board, has no meaningful connections to the organization 4941: 4532: 2510:

In the United Kingdom it is 28 days' notice, see sections 303(2) and 379 of the Companies Act 1985.

2364:. Under the act, directors risk large fines and prison sentences in the case of accounting crimes. 2033:

The seminal authority in the United Kingdom in relation to what amounts to a proper purpose is the

1463: 1216: 1205: 1117: 1100: 1085: 935: 912: 897: 817: 781: 756: 712: 584: 574: 556: 424: 380: 295: 275: 116:, and the board has ultimate responsibility for the management of the corporation. In nations with 4317: 1964:

minority of directors might have persuaded the majority to change their minds and vote otherwise.

1337:– a person appointed to serve on the board of an organization, such as an institution or business. 4788: 4712: 4572: 4309: 4207: 4190:

Stroup, Caleb (28 November 2015). "International Deal Experience and Cross-Border Acquisitions".

3484: 3164: 2453: 2318: 2291: 2242: 2227: 1943: 1299: 1192: 1080: 955: 940: 907: 902: 892: 887: 837: 761: 669: 634: 2161:

The decision has been followed in several subsequent cases, and is now regarded as settled law.

3436:

SEC Votes to Propose Rule Amendments to Facilitate Rights of Shareholders to Nominate Directors

2822: 2310:

The desirability of the company maintaining a reputation for high standards of business conduct

2222:

This was a dual subjective and objective test, and one deliberately pitched at a higher level.

2214:

related only to skill, and not to diligence. With respect to diligence, what was required was:

4895: 4890: 4885: 4773: 4752: 4393: 4301: 4219: 4215: 4110: 4040: 3989: 3742: 2439: 2286: 2257: 1650: 1646: 1495: 1228:(often now called the "chair" or "chairperson"), who holds whatever title is specified in the 1180:

Governing the organization by establishing broad policies and setting out strategic objectives

1060: 967: 923: 849: 722: 629: 599: 536: 330: 105: 85:

The powers, duties, and responsibilities of a board of directors are determined by government

79: 31: 3371: 2848: 2369:

directors more than half of whom are outside directors, one of whom is a "financial expert".

4293: 4260: 4199: 4165: 4157: 3916: 3656: 3476: 3270: 3237: 3206: 3173: 2938: 2785: 2365: 2304:

The need to foster the company's business relationships with suppliers, customers and others

1996: 1927: 1912: 1782:

AC 442 and has since received general acceptance. Under English law, successive versions of

1630: 1467: 1347: 1112: 930: 872: 697: 692: 654: 491: 486: 245: 154: 4249:"The Multiplicity of Regulatory Responses to Remedy the Gender Imbalance on Company Boards" 2923: 4844: 4834: 4829: 4783: 4652: 4493: 4452: 3749: 3395: 3133: 2870: 2781: 2394:

and no inside directors. Other common committees in boards are nominating and governance.

1901: 1881: 1661:

by the supervisory board and allows for clear lines of authority. The aim is to prevent a

1653:. These two roles are always held by different people. This ensures a distinction between 1596: 1491: 1264:

An inside director is a director who is also an employee, officer, chief executive, major

1253: 1184: 1065: 917: 810: 674: 604: 594: 511: 408: 375: 340: 260: 240: 117: 3413: 2801: 3670: 3645:

2 AC 46 (corporate opportunity, which again, the company itself had declined to take up)

4808: 4009: 2361: 1600: 1564: 1095: 624: 619: 546: 541: 531: 385: 360: 335: 3145: 2793: 2733: 2622: 2009:

duties, similar to those that the law imposes on those in similar positions of trust:

4910: 4342: 4313: 4211: 4142: 3480: 3177: 2581: 2577: 2048: 1670: 1580: 1391:

Individual directors often serve on more than one board. This practice results in an

1377:– an individual who acts as a director of the company but is not a named director (a 1252:

Corporations often appoint a former senior executive and ex-board member as honorary

1070: 506: 353: 90: 3593: 2770: 2699: 2071:

taking the future actions (although that may involve a breach by the company of the

3488: 3435: 2647: 2010: 649: 526: 516: 228: 94: 4459:. They operate with two domains Boardroomeducation.com and globalboardadvisors.com 3210: 1183:

Selecting, appointing, supporting, reviewing the performance, and terminating the

4768: 3958: 3259:"Military directors and stock price informativeness: What's all the fuss about?" 2403: 2184:

Ch 407, it was expressed in purely subjective terms, where the court held that:

2002: 1947:

noted that several directors who had overseen companies which had failed in the

1592: 1568: 1471: 1276: 1265: 1105: 644: 285: 270: 265: 113: 86: 17: 3275: 3258: 3242: 3225: 1813:(as it was then) seemed to contradict this approach rather than to endorse it. 1774:

The new approach did not secure immediate approval, but it was endorsed by the

4849: 4839: 4824: 4161: 2501:

For example, in the United Kingdom, see section 303 of the Companies Act 1985.

2253: 2063: 1968: 1941:

Board accountability to shareholders is a recurring issue. In September 2010,

1654: 1522: 1365:– a director (inside or outside) who is not an executive with the organization 198: 4305: 4297: 4068: 3291:"Using the OECD Principles for Corporate Governance: A Boardroom Perspective" 2528:

In the United Kingdom, see sections 303(2) and (3) of the Companies Act 1985.

1617:

among both institutional investors and individuals with small shareholdings.

4374:

Comparative Corporate Governance: The State of the Art and Emerging Research

3389:

Corporate governance and firm value: The impact of the 2002 governance rules

3372:

CEO involvement in the selection of new board members: An empirical analysis

2942: 2006: 579: 481: 474: 67: 2307:

The impact of the company's operations on the community and the environment

2218:"such care as an ordinary man might be expected to take on his own behalf." 3102: 3011: 1132: 3688:"Global Board Portal Market Growth, Leading Players And Forecast To 2023" 3072: 2474: 2266: 2072: 1915:, a fixed fraction of the board is elected by the corporation's workers. 1608: 1572: 1224: 415: 370: 161: 71: 4403: 2700:"Overview of Roles and Responsibilities of Corporate Board of Directors" 30:"Board room" and "board of trustees" redirect here. For other uses, see 4445: 4282:"Pathways to Power: Class, Hyper-Agency and the French Corporate Elite" 4203: 2247: 2014: 1810: 1783: 250: 98: 4236:. Executive Education Journal - International Institute of Management. 4169: 4015:

National Board Governance Survey for Not-for-Profit Organizations 2007

3467:

Cai, J.; Garner, J. L.; Walkling, R. A. (2009). "Electing Directors".

4265: 4248: 2627:

Commonwealth of Virginia, State Corporation Commission, Business FAQs

1960: 1893: 1625: 1499: 1291:

Large shareholders (who may or may not also be employees or officers)

1229: 4427:— UK professional body for non-executive directors and board members 1211:

Setting the salaries, compensation and benefits of senior management

4462: 4380: 4369: 2062:

Directors cannot, without the consent of the company, fetter their

2047:

AC 821. The case concerned the power of the directors to issue new

4457:

https://www.aacsb.edu/businesses/business-membership/find-a-member

4344:

Leading with intent: A national index of nonprofit board practices

3718:"Board & Committee Meetings | Board Portal Software | OnBoard" 2464:

Governing boards of colleges and universities in the United States

1053: 215: 51: 3296:. Organisation for Economic Co-operation and Development (OECD). 2567:

In the United Kingdom, see section 317 of the Companies Act 1985.

1681: 4466: 4280:

Maclean, Mairi; Harvey, Charles; Kling, Gerhard (1 June 2014).

4234:"Corporate Governance: How To Evaluate The Board of Directors" 1820: 1708:

deal primarily with the United Kingdom and do not represent a

1692: 1402: 659: 4424: 3823:

Compensation Committee Structure, Function and Best Practices

1836:

deal primarily with the United States and do not represent a

1763:

Automatic Self-Cleansing Filter Syndicate Co Ltd v Cuninghame

1418:

deal primarily with the United States and do not represent a

3549:

Breckland Group Holdings Ltd v London and Suffolk Properties

2204:

However, a more modern approach has since developed, and in

2681: 2679: 1680:

Board structures and procedures vary both within and among

1381:

director) and does not claim or purport to act as director.

1222:

Typically, the board chooses one of its members to be the

56:

Center for Interfaith Relations Board of Directors meeting

4435: 1900:

In practice for publicly traded companies, the managers (

1198:

Ensuring the availability of adequate financial resources

4370:

The German Two-Tier Board: Experience, Theories, Reforms

2769:

This section was developed from numerous definitions in

2298:

The likely consequences of any decision in the long term

1470:

for the meeting, the creation and follow-up of assigned

4440: 3918:

Governance and Related Topics - 501(c)(3) Organizations

3800:. harborcompliance.com. 27 January 2014. Archived from 3519:

SEC Wins D&O Bar Against Alleged Hedge Fund Scammer

2753: 2751: 1845: 1717: 1427: 2482:

Worker representation on corporate boards of directors

2436:

gender representation on corporate boards of directors

2313:

The need to act fairly as between members of a company

2133:

Use of corporate property, opportunity, or information

1462:

The process for running a board, sometimes called the

3782:. harborcompliance.com. 22 April 2014. Archived from 3095:"Frequently Asked Questions about RONR (Question 20)" 3004:"Frequently Asked Questions about RONR (Question 19)" 2648:"Chapter 181, Nonstock Corporations (Sect. 181.0804)" 1217:

companies with shares publicly listed for negotiation

4143:"Director Histories and the Pattern of Acquisitions" 3065:"Frequently Asked Questions about RONR (Question 2)" 1579:

distributed to employees, and the hiring/firing and

4858: 4817: 4761: 4500: 3641:(1973) 40 DLR (3d) 371 (corporate opportunity) and 4392:(11th ed.). Philadelphia, PA: Da Capo Press. 3193:"Board overconfidence in mergers and acquisitions" 2732:. Institute on Governance (Canada). Archived from 2537:This division was rejected in British Columbia in 1281:Other executives of the organization, such as its 3366: 3364: 3362: 2970:: CS1 maint: DOI inactive as of September 2024 ( 3418:The Harvard John M. Olin Discussion Paper Series 3412:Hirst, Scott; Bebchuk, Lucian (1 January 2010). 3101:. The Robert's Rules Association. Archived from 3071:. The Robert's Rules Association. Archived from 3010:. The Robert's Rules Association. Archived from 1275:A chief executive officer (CEO) who may also be 3503:Companies May Fail, but Directors Are in Demand 1176:Typical duties of boards of directors include: 4150:Journal of Financial and Quantitative Analysis 3414:"Private Ordering and the Proxy Access Debate" 2469:Parliamentary procedure in the corporate world 4478: 3263:Review of Quantitative Finance and Accounting 3230:Review of Quantitative Finance and Accounting 3146:Fees, CEO Evaluation, and Ownership Structure 3127:Titles Associated with Executive Compensation 3099:The Official Robert's Rules of Order Web Site 3069:The Official Robert's Rules of Order Web Site 3008:The Official Robert's Rules of Order Web Site 2093:is so strictly enforced that, even where the 1930:" which also acts as a deterrent to removal. 1834:The examples and perspective in this section 1706:The examples and perspective in this section 1416:The examples and perspective in this section 1157: 8: 4091:, Washington, DC, p. 12, archived from 2414:pay their board members, and 2% of American 4436:National Association of Corporate Directors 4085:BoardSource nonprofit governance index 2010 3970:, Washington, DC, p. 4, archived from 3945: 3898: 3870:"Board Compensation: To Pay or Not to Pay?" 3633:Industrial Development Consultants v Cooley 2408:National Association of Corporate Directors 1624:In most cases, serving on a board is not a 1476:National Association of Corporate Directors 4881:List of business and finance abbreviations 4485: 4471: 4463: 4115:: CS1 maint: location missing publisher ( 4045:: CS1 maint: location missing publisher ( 3994:: CS1 maint: location missing publisher ( 3158:Eliezer M., Fich; Shidasani, Anil (2006). 2556:Dawson International plc v Coats Paton plc 1852:, or create a new section, as appropriate. 1724:, or create a new section, as appropriate. 1434:, or create a new section, as appropriate. 1164: 1150: 180: 27:Type of governing body for an organisation 4264: 3876:. Philanthropy Roundtable. Archived from 3589:Eclairs Group Ltd v JKX Oil & Gas plc 3274: 3241: 2210:BCLC 498 the court held that the rule in 1868:Learn how and when to remove this message 1793:John Shaw & Sons (Salford) Ltd v Shaw 1740:Learn how and when to remove this message 1450:Learn how and when to remove this message 4021:, Chicago, IL, p. 9, archived from 3224:Kind, Axel; Volonte, Christophe (2024). 3191:Twardawski, Torsten; Kind, Axel (2023). 2301:The interests of the company's employees 4455:GBAC is AACSB Business Alliance Member 4141:Rousseau, Peter; Stroup, Caleb (2015). 3833: 3831: 3536:Re Portuguese Consolidated Copper Mines 3257:Nawaz, Tasawar; Nawaz, Tahseen (2024). 2602: 2494: 183: 4386:Robert, Henry M.; et al. (2011). 4108: 4038: 3987: 3760: 3758: 3122: 3120: 3051: 2963: 2757: 2685: 2609: 2021:such a duty in certain circumstances. 1677:officers, division/subsidiary heads). 4389:Robert's Rules of Order Newly Revised 3931:from the original on 9 October 2022, 3839:"Company directors see pay skyrocket" 3768:. investopedia.com. 29 February 2008. 3682: 3680: 3387:Chhaochharia V, Grinstein Y. (2007). 3160:"Are Busy Boards Effective Monitors?" 2271:Restoration of the company's property 2075:that the board previously approved). 1790:The modern doctrine was expressed in 1760:had made it clear in the decision of 7: 4179:from the original on 9 October 2022. 3868:Schambra, William A. (Winter 2008). 3798:"U.S. Nonprofit Governance by State" 3780:"U.S. Corporate Governance by State" 3303:from the original on 18 October 2013 2207:Dorchester Finance Co Ltd v Stebbing 123:The board of directors appoints the 70:that supervises the activities of a 4357:from the original on 9 October 2022 3766:"Evaluating The Board of Directors" 3635:1 WLR 443 (corporate information), 2952:from the original on 9 October 2022 2823:"The Honorary President definition" 2664:from the original on 9 October 2022 2181:Re City Equitable Fire Insurance Co 2174:Common law duties of care and skill 1498:means. They may also specify how a 2230:have been codified on this basis. 2113:, a personal interest conflicting 1208:for the organization's performance 40:board of trustees (disambiguation) 25: 3845:. 26 October 2011. Archived from 3722:Passageways Board Portal Software 3638:Canadian Aero Service v. O'Malley 3370:Shivdasani A, Yermack D. (1999). 2788:, The Free Dictionary by Farlex ( 2623:"How are the directors selected?" 1138:Business and economics portal 4372:' in KJ Hopt and others. (eds), 4082:BoardSource (17 November 2010), 3964:Recommended governance practices 3481:10.1111/j.1540-6261.2009.01504.x 3328:Isle of Wight Rly Co v Tahourdin 3178:10.1111/j.1540-6261.2006.00852.x 1825: 1697: 1581:compensation of upper management 1407: 1131: 4446:GBAC Global Board Advisors Corp 4247:Senden, Linda (December 2014). 2478:, German for 'management board' 2147:Regal (Hastings) Ltd v Gulliver 2079:"Conflict of duty and interest" 142:board of directors and advisors 2945:(inactive 11 September 2024). 2931:American Journal of Management 2706:. Authenticity Consulting, LLC 2115:or which possibly may conflict 1271:Typical inside directors are: 89:(including the jurisdiction's 47:The Board of Directors (album) 1: 3211:10.1016/j.jbusres.2023.114026 3136:| Compensation Resources Inc. 2325:Board of directors technology 2105:stated in his judgment that: 2088:Transactions with the company 1908:) are nominated and elected. 793:management information system 444:Chief human resources officer 93:) and the organization's own 4341:BoardSource (January 2015), 3501:Craig S, Lattman P. (2010). 3198:Journal of Business Research 2192:knowledge and experience." ( 2044:Howard Smith Ltd v Ampol Ltd 787:Enterprise resource planning 615:Financial statement analysis 169:. It may also be called the 4412:The Case for a Social Board 4410:Acre Resources LTD (2018), 3743:The Case for a Social Board 3741:Acre Resources LTD (2018), 3148:By Joshua Kennon, About.com 2655:Wisconsin Statutes Database 2234:Remedies for breach of duty 1848:, discuss the issue on the 1720:, discuss the issue on the 1657:by the executive board and 1430:, discuss the issue on the 36:board room (disambiguation) 4958: 4350:, Washington, DC: Author, 3924:, Washington, DC: Author, 3450:Journal of Applied Finance 3276:10.1007/s11156-023-01240-6 3243:10.1007/s11156-024-01266-4 3226:"Locally-rooted directors" 2165:Competing with the company 1990: 1949:2007–2008 financial crisis 1780:Quin & Axtens v Salmon 1310: 44: 29: 4441:Institute of Directors UK 4162:10.1017/s0022109015000289 3621:Teck Corporation v Millar 3354:Principles of Company Law 3323:Principles of Company Law 3132:17 September 2012 at the 2726:"Basic Role of the Board" 2539:Teck Corporation v Millar 449:Chief information officer 281:Limited liability company 4298:10.1177/0170840613509919 3913:Internal Revenue Service 2810:Economics-dictionary.com 2802:"non-executive director" 2459:Celebrity board director 1535:membership organizations 1529:Membership organizations 1512:types of business entity 1393:interlocking directorate 1287:executive vice president 1201:Approving annual budgets 462:Chief technology officer 396:Mergers and acquisitions 366:Constitutional documents 191:Management of a business 4804:Representative director 2943:10.33423/ajm.v17i2.1757 2704:Free Management Library 2541:(1972) 33 DLR (3d) 288. 2416:nonprofit organizations 2058:"Unfettered discretion" 2039:articles of association 1890:New York Stock Exchange 1888:. Although in 2002 the 1768:articles of association 1758:English Court of Appeal 1552:Robert's Rules of Order 1283:chief financial officer 1234:articles of association 522:Environmental economics 502:International economics 453:Chief marketing officer 439:Chief financial officer 434:Chief operating officer 430:Chief executive officer 391:International trade law 185:Business administration 125:chief executive officer 110:non-executive directors 4876:Executive compensation 4794:Non-executive director 3748:9 October 2018 at the 3623:(1972) 33 DLR (3d) 288 3596: (2 December 2015) 3594:[2015] UKSC 71 3534:(1877) 5 Ch D 963 and 3400:The Journal of Finance 2922:Lamb, Nai Hua (2017). 2775:BusinessDictionary.com 1807: 1756:However, by 1906, the 1539:annual general meeting 1362:Non-executive director 1091:International business 1076:Business judgment rule 421:Chief business officer 321:Annual general meeting 301:State-owned enterprise 291:Privately held company 76:nonprofit organization 57: 4451:11 April 2021 at the 4065:leadingwithintent.org 3874:Philanthropy Magazine 3343:Cozens-Hardy LJ at 44 3331:(1884) LR 25 Ch D 320 2412:nonprofit foundations 2392:independent directors 2334:The board and society 2101:(1854) 1 Macq HL 461 2099:Aberdeen Ry v Blaikie 1906:conflicts of interest 1802: 1565:publicly held company 1502:is to be determined. 1482:and The Board Group. 1399:Process and structure 767:Customer relationship 703:Business intelligence 665:Financial institution 640:International finance 590:Cash conversion cycle 497:Development economics 458:Chief product officer 206:Management accounting 130:non-stock corporation 55: 4871:Corporate governance 4818:Mid-level executives 4779:Development director 4628:Information security 4323:on 19 November 2018. 4286:Organization Studies 3608:Hogg v Cramphorn Ltd 3394:11 June 2010 at the 2992:on 20 February 2009. 2893:"Executive Director" 2849:"Executive Director" 2806:Macmillan Dictionary 2794:"executive director" 2780:3 March 2011 at the 2095:conflict of interest 1974:ostensible authority 1886:nominating committee 1846:improve this section 1817:Election and removal 1718:improve this section 1669:from the management 1663:conflict of interest 1615:shareholder activism 1575:and how much it is, 1506:Non-corporate boards 1428:improve this section 1313:Independent director 708:Business development 552:Economic development 314:Corporate governance 211:Financial accounting 140:Other names include 4922:Corporate directors 4028:on 17 November 2008 4012:(7 November 2007), 3961:(12 October 2016), 3915:(4 February 2008), 3671:"Director's duties" 2897:Business Dictionary 2736:on 30 December 2007 2343:and civil society. 1118:Business statistics 1101:International trade 1086:Business operations 782:Electronic business 687:Types of management 575:Financial statement 557:Economic statistics 425:Chief brand officer 381:Corporate liability 296:Sole proprietorship 276:Joint-stock company 112:are elected by the 68:executive committee 4917:Board of directors 4866:Board of directors 4789:Executive director 4406:on 13 August 2017. 4381:EGCI Working Paper 4253:Utrecht Law Review 4204:10.1111/ecin.12365 3804:on 1 February 2014 3786:on 17 August 2018. 3698:on 10 January 2020 3538:(1889) 42 Ch D 160 3507:The New York Times 3469:Journal of Finance 3376:Journal of Finance 3325:(6th ed.), citing 3165:Journal of Finance 2871:"Outside Director" 2798:"outside director" 2698:McNamara, Carter. 2688:, p. 481–483. 2454:Alternate director 2358:Sarbanes–Oxley Act 2352:Sarbanes–Oxley Act 2319:Companies Act 1985 2292:Companies Act 2006 2243:Account of profits 2228:Companies Act 2006 1955:Exercise of powers 1944:The New York Times 1911:In countries with 1355:Executive director 1300:executive director 1277:chair of the board 1204:Accounting to the 1193:executive director 1081:Consumer behaviour 883:Product life-cycle 670:Capital management 635:Managerial finance 326:Board of directors 146:board of governors 64:board of directors 58: 4904: 4903: 4896:Talent management 4891:Supervisory board 4886:Senior management 4774:Creative director 4762:Senior executives 4399:978-0-306-82020-5 4098:on 17 August 2018 4071:on 13 March 2016. 3643:Boardman v Phipps 3562:Percival v Wright 3434:SEC. (May 2009). 3356:(6th ed.) at 185. 2790:"inside director" 2730:Governance Basics 2440:comply or explain 2287:financial benefit 2275:Summary dismissal 1993:Directors' duties 1878: 1877: 1870: 1750: 1749: 1742: 1651:managing director 1647:supervisory board 1631:Tiffany & Co. 1460: 1459: 1452: 1369:De facto director 1174: 1173: 1061:Business analysis 630:Corporate finance 600:Capital budgeting 537:Knowledge economy 331:Supervisory board 167:board of visitors 150:board of managers 106:stock corporation 80:government agency 32:supervisory board 16:(Redirected from 4949: 4494:Corporate titles 4487: 4480: 4473: 4464: 4407: 4402:. Archived from 4376:(Clarendon 1998) 4365: 4364: 4362: 4356: 4349: 4325: 4324: 4322: 4316:. Archived from 4277: 4271: 4270: 4268: 4266:10.18352/ulr.300 4244: 4238: 4237: 4230: 4224: 4223: 4192:Economic Inquiry 4187: 4181: 4180: 4178: 4147: 4138: 4132: 4127: 4121: 4120: 4114: 4106: 4105: 4103: 4097: 4090: 4079: 4073: 4072: 4067:. Archived from 4057: 4051: 4050: 4044: 4036: 4035: 4033: 4027: 4020: 4006: 4000: 3999: 3993: 3985: 3984: 3982: 3976: 3969: 3955: 3949: 3946:BoardSource 2015 3943: 3937: 3936: 3930: 3923: 3908: 3902: 3899:BoardSource 2015 3896: 3890: 3889: 3887: 3885: 3865: 3859: 3858: 3856: 3854: 3835: 3826: 3820: 3814: 3813: 3811: 3809: 3794: 3788: 3787: 3776: 3770: 3769: 3762: 3753: 3739: 3733: 3732: 3730: 3728: 3714: 3708: 3707: 3705: 3703: 3694:. Archived from 3684: 3675: 3674: 3667: 3661: 3657:Theodore Goddard 3652: 3646: 3630: 3624: 3618: 3612: 3603: 3597: 3585: 3579: 3571: 3565: 3559: 3553: 3545: 3539: 3530:See for example 3528: 3522: 3516: 3510: 3499: 3493: 3492: 3475:(5): 2387–2419. 3464: 3458: 3457: 3445: 3439: 3432: 3426: 3425: 3409: 3403: 3385: 3379: 3368: 3357: 3350: 3344: 3338: 3332: 3319: 3313: 3312: 3310: 3308: 3302: 3295: 3287: 3281: 3280: 3278: 3269:(4): 1505–1523. 3254: 3248: 3247: 3245: 3221: 3215: 3214: 3188: 3182: 3181: 3155: 3149: 3143: 3137: 3124: 3115: 3114: 3112: 3110: 3091: 3085: 3084: 3082: 3080: 3061: 3055: 3049: 3043: 3040: 3034: 3030: 3024: 3023: 3021: 3019: 3000: 2994: 2993: 2988:. Archived from 2982: 2976: 2975: 2969: 2961: 2959: 2957: 2951: 2928: 2919: 2913: 2912: 2910: 2908: 2899:. Archived from 2889: 2883: 2882: 2880: 2878: 2867: 2861: 2860: 2858: 2856: 2845: 2839: 2838: 2836: 2834: 2819: 2813: 2767: 2761: 2755: 2746: 2745: 2743: 2741: 2722: 2716: 2715: 2713: 2711: 2695: 2689: 2683: 2674: 2673: 2671: 2669: 2663: 2652: 2644: 2638: 2637: 2635: 2633: 2619: 2613: 2607: 2586: 2574: 2568: 2565: 2559: 2548: 2542: 2535: 2529: 2526: 2520: 2517: 2511: 2508: 2502: 2499: 2366:Internal control 2265:of the relevant 2025:"Proper purpose" 1997:Fiduciary duties 1928:golden parachute 1913:co-determination 1902:inside directors 1873: 1866: 1862: 1859: 1853: 1829: 1828: 1821: 1745: 1738: 1734: 1731: 1725: 1701: 1700: 1693: 1601:public companies 1455: 1448: 1444: 1441: 1435: 1411: 1410: 1403: 1385:Nominee director 1348:Outside director 1307:Outside director 1248:Honorary members 1166: 1159: 1152: 1136: 1135: 1113:Business process 655:Financial market 492:Labour economics 487:Public economics 246:Corporation sole 181: 155:board of regents 21: 18:Company Director 4957: 4956: 4952: 4951: 4950: 4948: 4947: 4946: 4907: 4906: 4905: 4900: 4854: 4845:Product manager 4835:Account manager 4830:General manager 4813: 4784:General counsel 4757: 4618:Human resources 4496: 4491: 4453:Wayback Machine 4421: 4400: 4385: 4360: 4358: 4354: 4347: 4340: 4333: 4328: 4320: 4279: 4278: 4274: 4246: 4245: 4241: 4232: 4231: 4227: 4189: 4188: 4184: 4176: 4145: 4140: 4139: 4135: 4128: 4124: 4107: 4101: 4099: 4095: 4088: 4081: 4080: 4076: 4059: 4058: 4054: 4037: 4031: 4029: 4025: 4018: 4010:Thornton, Grant 4008: 4007: 4003: 3986: 3980: 3978: 3977:on 2 March 2017 3974: 3967: 3957: 3956: 3952: 3944: 3940: 3928: 3921: 3911: 3909: 3905: 3897: 3893: 3883: 3881: 3867: 3866: 3862: 3852: 3850: 3837: 3836: 3829: 3825:Richard E. Wood 3821: 3817: 3807: 3805: 3796: 3795: 3791: 3778: 3777: 3773: 3764: 3763: 3756: 3750:Wayback Machine 3740: 3736: 3726: 3724: 3716: 3715: 3711: 3701: 3699: 3686: 3685: 3678: 3669: 3668: 3664: 3653: 3649: 3631: 3627: 3619: 3615: 3604: 3600: 3586: 3582: 3576:Coleman v Myers 3572: 3568: 3560: 3556: 3546: 3542: 3529: 3525: 3517: 3513: 3500: 3496: 3466: 3465: 3461: 3447: 3446: 3442: 3433: 3429: 3411: 3410: 3406: 3396:Wayback Machine 3386: 3382: 3369: 3360: 3351: 3347: 3339: 3335: 3320: 3316: 3306: 3304: 3300: 3293: 3289: 3288: 3284: 3256: 3255: 3251: 3223: 3222: 3218: 3190: 3189: 3185: 3157: 3156: 3152: 3144: 3140: 3134:Wayback Machine 3125: 3118: 3108: 3106: 3105:on 15 July 2017 3093: 3092: 3088: 3078: 3076: 3075:on 15 July 2017 3063: 3062: 3058: 3050: 3046: 3041: 3037: 3031: 3027: 3017: 3015: 3014:on 15 July 2017 3002: 3001: 2997: 2986:"Board Process" 2984: 2983: 2979: 2962: 2955: 2953: 2949: 2926: 2921: 2920: 2916: 2906: 2904: 2903:on 28 June 2013 2891: 2890: 2886: 2876: 2874: 2869: 2868: 2864: 2854: 2852: 2847: 2846: 2842: 2832: 2830: 2821: 2820: 2816: 2782:Wayback Machine 2768: 2764: 2756: 2749: 2739: 2737: 2724: 2723: 2719: 2709: 2707: 2697: 2696: 2692: 2684: 2677: 2667: 2665: 2661: 2650: 2646: 2645: 2641: 2631: 2629: 2621: 2620: 2616: 2608: 2604: 2600: 2595: 2590: 2589: 2575: 2571: 2566: 2562: 2554:1 Ir R 107 and 2552:Clark v Workman 2549: 2545: 2536: 2532: 2527: 2523: 2518: 2514: 2509: 2505: 2500: 2496: 2491: 2486: 2449: 2424: 2400: 2388: 2379: 2362:stock exchanges 2354: 2349: 2336: 2283: 2250:or compensation 2236: 2176: 2167: 2135: 2090: 2081: 2060: 2027: 1999: 1991:Main articles: 1989: 1980:Turquand's Case 1957: 1882:proxy statement 1874: 1863: 1857: 1854: 1843: 1830: 1826: 1819: 1746: 1735: 1729: 1726: 1715: 1702: 1698: 1691: 1643: 1641:Two-tier system 1597:general meeting 1589: 1561: 1531: 1508: 1492:conference call 1488: 1456: 1445: 1439: 1436: 1425: 1412: 1408: 1401: 1375:Shadow director 1341:Inside director 1331: 1315: 1309: 1262: 1260:Inside director 1250: 1242: 1185:chief executive 1170: 1130: 1123: 1122: 1066:Business ethics 1056: 1046: 1045: 986: 978: 977: 688: 680: 679: 675:Venture capital 605:Commercial bank 595:Insider dealing 570: 562: 561: 512:Planned economy 477: 467: 466: 411: 409:Corporate title 401: 400: 376:Corporate crime 356: 346: 345: 341:Audit committee 316: 306: 305: 261:Holding company 241:Corporate group 236: 229:Business entity 221: 220: 201: 179: 171:executive board 138: 118:codetermination 50: 43: 28: 23: 22: 15: 12: 11: 5: 4955: 4953: 4945: 4944: 4939: 4934: 4932:Business terms 4929: 4924: 4919: 4909: 4908: 4902: 4901: 4899: 4898: 4893: 4888: 4883: 4878: 4873: 4868: 4862: 4860: 4859:Related topics 4856: 4855: 4853: 4852: 4847: 4842: 4837: 4832: 4827: 4821: 4819: 4815: 4814: 4812: 4811: 4809:Vice president 4806: 4801: 4796: 4791: 4786: 4781: 4776: 4771: 4765: 4763: 4759: 4758: 4756: 4755: 4750: 4745: 4740: 4738:Sustainability 4735: 4730: 4725: 4720: 4715: 4710: 4705: 4700: 4695: 4690: 4685: 4680: 4675: 4670: 4665: 4660: 4655: 4650: 4645: 4640: 4635: 4630: 4625: 4620: 4615: 4610: 4605: 4600: 4595: 4590: 4585: 4580: 4575: 4570: 4565: 4560: 4555: 4553:Communications 4550: 4545: 4540: 4535: 4530: 4525: 4520: 4515: 4513:Administrative 4510: 4504: 4502: 4501:Chief officers 4498: 4497: 4492: 4490: 4489: 4482: 4475: 4467: 4461: 4460: 4443: 4438: 4433: 4428: 4420: 4419:External links 4417: 4416: 4415: 4408: 4398: 4383: 4377: 4366: 4338: 4332: 4329: 4327: 4326: 4292:(6): 825–855. 4272: 4239: 4225: 4182: 4156:(4): 671–698. 4133: 4122: 4074: 4061:"Past Surveys" 4052: 4001: 3950: 3938: 3903: 3891: 3880:on 16 May 2017 3860: 3827: 3815: 3789: 3771: 3754: 3734: 3709: 3676: 3662: 3647: 3625: 3613: 3598: 3580: 3574:shareholder," 3566: 3554: 3540: 3523: 3511: 3494: 3459: 3440: 3427: 3404: 3380: 3358: 3345: 3333: 3314: 3282: 3249: 3236:(2): 633–678. 3216: 3183: 3172:(2): 689–724. 3150: 3138: 3116: 3086: 3056: 3054:, p. 572. 3044: 3035: 3025: 2995: 2977: 2914: 2884: 2873:. Investopedia 2862: 2851:. Investopedia 2840: 2814: 2786:Dictionary.com 2762: 2760:, p. 484. 2747: 2717: 2690: 2675: 2639: 2614: 2601: 2599: 2596: 2594: 2591: 2588: 2587: 2569: 2560: 2543: 2530: 2521: 2512: 2503: 2493: 2492: 2490: 2487: 2485: 2484: 2479: 2471: 2466: 2461: 2456: 2450: 2448: 2445: 2423: 2420: 2399: 2396: 2387: 2384: 2378: 2375: 2353: 2350: 2348: 2345: 2335: 2332: 2315: 2314: 2311: 2308: 2305: 2302: 2299: 2282: 2281:Current trends 2279: 2278: 2277: 2272: 2269: 2260: 2251: 2245: 2235: 2232: 2220: 2219: 2212:Equitable Fire 2198: 2197: 2175: 2172: 2166: 2163: 2156: 2155: 2134: 2131: 2123: 2122: 2103:Lord Cranworth 2089: 2086: 2080: 2077: 2059: 2056: 2026: 2023: 1988: 1985: 1956: 1953: 1876: 1875: 1840:of the subject 1838:worldwide view 1833: 1831: 1824: 1818: 1815: 1776:House of Lords 1748: 1747: 1712:of the subject 1710:worldwide view 1705: 1703: 1696: 1690: 1687: 1642: 1639: 1588: 1585: 1560: 1557: 1530: 1527: 1507: 1504: 1487: 1486:Board meetings 1484: 1458: 1457: 1422:of the subject 1420:worldwide view 1415: 1413: 1406: 1400: 1397: 1389: 1388: 1382: 1372: 1366: 1358: 1352: 1344: 1338: 1330: 1327: 1311:Main article: 1308: 1305: 1296: 1295: 1292: 1289: 1279: 1261: 1258: 1249: 1246: 1241: 1238: 1213: 1212: 1209: 1202: 1199: 1196: 1181: 1172: 1171: 1169: 1168: 1161: 1154: 1146: 1143: 1142: 1141: 1140: 1125: 1124: 1121: 1120: 1115: 1110: 1109: 1108: 1098: 1096:Business model 1093: 1088: 1083: 1078: 1073: 1068: 1063: 1057: 1052: 1051: 1048: 1047: 1044: 1043: 1038: 1033: 1028: 1023: 1018: 1013: 1008: 1003: 998: 993: 987: 984: 983: 980: 979: 976: 975: 970: 965: 964: 963: 953: 948: 943: 938: 933: 928: 927: 926: 915: 910: 905: 900: 895: 890: 885: 880: 875: 870: 865: 864: 863: 852: 847: 846: 845: 835: 830: 825: 820: 815: 814: 813: 805:Human resource 802: 797: 796: 795: 784: 779: 774: 769: 764: 759: 754: 749: 747:Communications 744: 743: 742: 732: 731: 730: 720: 715: 710: 705: 700: 695: 689: 686: 685: 682: 681: 678: 677: 672: 667: 662: 657: 652: 647: 642: 637: 632: 627: 625:Public finance 622: 620:Financial risk 617: 612: 607: 602: 597: 592: 587: 582: 577: 571: 568: 567: 564: 563: 560: 559: 554: 549: 547:Macroeconomics 544: 542:Microeconomics 539: 534: 532:Market economy 529: 524: 519: 514: 509: 504: 499: 494: 489: 484: 478: 473: 472: 469: 468: 465: 464: 455: 446: 441: 436: 427: 418: 412: 407: 406: 403: 402: 399: 398: 393: 388: 386:Insolvency law 383: 378: 373: 368: 363: 361:Commercial law 357: 352: 351: 348: 347: 344: 343: 338: 336:Advisory board 333: 328: 323: 317: 312: 311: 308: 307: 304: 303: 298: 293: 288: 283: 278: 273: 268: 263: 258: 253: 248: 243: 237: 227: 226: 223: 222: 219: 218: 213: 208: 202: 197: 196: 193: 192: 188: 187: 178: 175: 137: 134: 26: 24: 14: 13: 10: 9: 6: 4: 3: 2: 4954: 4943: 4940: 4938: 4937:Corporate law 4935: 4933: 4930: 4928: 4925: 4923: 4920: 4918: 4915: 4914: 4912: 4897: 4894: 4892: 4889: 4887: 4884: 4882: 4879: 4877: 4874: 4872: 4869: 4867: 4864: 4863: 4861: 4857: 4851: 4848: 4846: 4843: 4841: 4838: 4836: 4833: 4831: 4828: 4826: 4823: 4822: 4820: 4816: 4810: 4807: 4805: 4802: 4800: 4797: 4795: 4792: 4790: 4787: 4785: 4782: 4780: 4777: 4775: 4772: 4770: 4767: 4766: 4764: 4760: 4754: 4751: 4749: 4746: 4744: 4741: 4739: 4736: 4734: 4731: 4729: 4726: 4724: 4721: 4719: 4716: 4714: 4711: 4709: 4706: 4704: 4703:Restructuring 4701: 4699: 4696: 4694: 4691: 4689: 4686: 4684: 4681: 4679: 4676: 4674: 4671: 4669: 4668:Merchandising 4666: 4664: 4661: 4659: 4656: 4654: 4651: 4649: 4646: 4644: 4641: 4639: 4636: 4634: 4631: 4629: 4626: 4624: 4621: 4619: 4616: 4614: 4611: 4609: 4606: 4604: 4601: 4599: 4596: 4594: 4591: 4589: 4586: 4584: 4581: 4579: 4576: 4574: 4571: 4569: 4566: 4564: 4561: 4559: 4556: 4554: 4551: 4549: 4546: 4544: 4541: 4539: 4536: 4534: 4531: 4529: 4526: 4524: 4521: 4519: 4516: 4514: 4511: 4509: 4508:Accessibility 4506: 4505: 4503: 4499: 4495: 4488: 4483: 4481: 4476: 4474: 4469: 4468: 4465: 4458: 4454: 4450: 4447: 4444: 4442: 4439: 4437: 4434: 4432: 4429: 4426: 4423: 4422: 4418: 4413: 4409: 4405: 4401: 4395: 4391: 4390: 4384: 4382: 4378: 4375: 4371: 4367: 4353: 4346: 4345: 4339: 4335: 4334: 4330: 4319: 4315: 4311: 4307: 4303: 4299: 4295: 4291: 4287: 4283: 4276: 4273: 4267: 4262: 4258: 4254: 4250: 4243: 4240: 4235: 4229: 4226: 4221: 4217: 4213: 4209: 4205: 4201: 4197: 4193: 4186: 4183: 4175: 4171: 4167: 4163: 4159: 4155: 4151: 4144: 4137: 4134: 4131: 4126: 4123: 4118: 4112: 4094: 4087: 4086: 4078: 4075: 4070: 4066: 4062: 4056: 4053: 4048: 4042: 4024: 4017: 4016: 4011: 4005: 4002: 3997: 3991: 3973: 3966: 3965: 3960: 3954: 3951: 3948:, p. 31. 3947: 3942: 3939: 3935: 3927: 3920: 3919: 3914: 3907: 3904: 3901:, p. 52. 3900: 3895: 3892: 3879: 3875: 3871: 3864: 3861: 3849:on 7 May 2016 3848: 3844: 3840: 3834: 3832: 3828: 3824: 3819: 3816: 3803: 3799: 3793: 3790: 3785: 3781: 3775: 3772: 3767: 3761: 3759: 3755: 3751: 3747: 3744: 3738: 3735: 3723: 3719: 3713: 3710: 3697: 3693: 3689: 3683: 3681: 3677: 3672: 3666: 3663: 3659: 3658: 3651: 3648: 3644: 3640: 3639: 3634: 3629: 3626: 3622: 3617: 3614: 3610: 3609: 3602: 3599: 3595: 3591: 3590: 3584: 3581: 3577: 3570: 3567: 3563: 3558: 3555: 3551: 3550: 3544: 3541: 3537: 3533: 3532:Barber's Case 3527: 3524: 3520: 3515: 3512: 3508: 3504: 3498: 3495: 3490: 3486: 3482: 3478: 3474: 3470: 3463: 3460: 3455: 3451: 3444: 3441: 3437: 3431: 3428: 3423: 3419: 3415: 3408: 3405: 3401: 3397: 3393: 3390: 3384: 3381: 3377: 3373: 3367: 3365: 3363: 3359: 3355: 3349: 3346: 3342: 3337: 3334: 3330: 3329: 3324: 3318: 3315: 3299: 3292: 3286: 3283: 3277: 3272: 3268: 3264: 3260: 3253: 3250: 3244: 3239: 3235: 3231: 3227: 3220: 3217: 3212: 3208: 3204: 3200: 3199: 3194: 3187: 3184: 3179: 3175: 3171: 3167: 3166: 3161: 3154: 3151: 3147: 3142: 3139: 3135: 3131: 3128: 3123: 3121: 3117: 3104: 3100: 3096: 3090: 3087: 3074: 3070: 3066: 3060: 3057: 3053: 3048: 3045: 3039: 3036: 3029: 3026: 3013: 3009: 3005: 2999: 2996: 2991: 2987: 2981: 2978: 2973: 2967: 2948: 2944: 2940: 2936: 2932: 2925: 2918: 2915: 2902: 2898: 2894: 2888: 2885: 2872: 2866: 2863: 2850: 2844: 2841: 2828: 2824: 2818: 2815: 2811: 2807: 2803: 2799: 2795: 2791: 2787: 2783: 2779: 2776: 2772: 2766: 2763: 2759: 2754: 2752: 2748: 2735: 2731: 2727: 2721: 2718: 2705: 2701: 2694: 2691: 2687: 2682: 2680: 2676: 2660: 2656: 2649: 2643: 2640: 2628: 2624: 2618: 2615: 2611: 2606: 2603: 2597: 2592: 2583: 2582:share capital 2579: 2578:going concern 2573: 2570: 2564: 2561: 2558:1989 SLT 655. 2557: 2553: 2547: 2544: 2540: 2534: 2531: 2525: 2522: 2516: 2513: 2507: 2504: 2498: 2495: 2488: 2483: 2480: 2477: 2476: 2472: 2470: 2467: 2465: 2462: 2460: 2457: 2455: 2452: 2451: 2446: 2444: 2441: 2437: 2434:The issue of 2432: 2428: 2421: 2419: 2417: 2413: 2409: 2405: 2402:Directors of 2397: 2395: 2393: 2385: 2383: 2376: 2374: 2370: 2367: 2363: 2359: 2351: 2347:United States 2346: 2344: 2340: 2333: 2331: 2327: 2326: 2322: 2320: 2312: 2309: 2306: 2303: 2300: 2297: 2296: 2295: 2293: 2288: 2280: 2276: 2273: 2270: 2268: 2264: 2261: 2259: 2255: 2252: 2249: 2246: 2244: 2241: 2240: 2239: 2233: 2231: 2229: 2223: 2217: 2216: 2215: 2213: 2209: 2208: 2202: 2195: 2191: 2187: 2186: 2185: 2183: 2182: 2173: 2171: 2164: 2162: 2159: 2153: 2152: 2151: 2149: 2148: 2142: 2140: 2139:opportunities 2132: 2130: 2127: 2120: 2116: 2112: 2108: 2107: 2106: 2104: 2100: 2096: 2087: 2085: 2078: 2076: 2074: 2068: 2065: 2057: 2055: 2052: 2050: 2046: 2045: 2040: 2036: 2035:Supreme Court 2031: 2024: 2022: 2018: 2016: 2012: 2008: 2004: 1998: 1994: 1986: 1984: 1982: 1981: 1975: 1970: 1965: 1962: 1954: 1952: 1950: 1946: 1945: 1939: 1937: 1931: 1929: 1923: 1920: 1916: 1914: 1909: 1907: 1903: 1899: 1895: 1891: 1887: 1883: 1872: 1869: 1861: 1851: 1847: 1841: 1839: 1832: 1823: 1822: 1816: 1814: 1812: 1806: 1801: 1799: 1795: 1794: 1788: 1785: 1781: 1777: 1772: 1769: 1765: 1764: 1759: 1754: 1744: 1741: 1733: 1723: 1719: 1713: 1711: 1704: 1695: 1694: 1688: 1686: 1683: 1678: 1674: 1672: 1671:civil service 1668: 1664: 1660: 1656: 1652: 1648: 1640: 1638: 1634: 1632: 1627: 1622: 1618: 1616: 1611: 1610: 1604: 1602: 1598: 1594: 1586: 1584: 1582: 1578: 1577:stock options 1574: 1570: 1566: 1558: 1556: 1555:may be used. 1554: 1553: 1546: 1542: 1540: 1536: 1528: 1526: 1524: 1519: 1515: 1513: 1505: 1503: 1501: 1497: 1493: 1485: 1483: 1481: 1477: 1473: 1469: 1465: 1464:board process 1454: 1451: 1443: 1433: 1429: 1423: 1421: 1414: 1405: 1404: 1398: 1396: 1394: 1386: 1383: 1380: 1376: 1373: 1370: 1367: 1364: 1363: 1359: 1356: 1353: 1350: 1349: 1345: 1342: 1339: 1336: 1333: 1332: 1328: 1326: 1322: 1320: 1314: 1306: 1304: 1301: 1293: 1290: 1288: 1284: 1280: 1278: 1274: 1273: 1272: 1269: 1267: 1259: 1257: 1255: 1247: 1245: 1239: 1237: 1235: 1231: 1227: 1226: 1220: 1218: 1210: 1207: 1203: 1200: 1197: 1194: 1190: 1186: 1182: 1179: 1178: 1177: 1167: 1162: 1160: 1155: 1153: 1148: 1147: 1145: 1144: 1139: 1134: 1129: 1128: 1127: 1126: 1119: 1116: 1114: 1111: 1107: 1104: 1103: 1102: 1099: 1097: 1094: 1092: 1089: 1087: 1084: 1082: 1079: 1077: 1074: 1072: 1071:Business plan 1069: 1067: 1064: 1062: 1059: 1058: 1055: 1050: 1049: 1042: 1039: 1037: 1034: 1032: 1029: 1027: 1024: 1022: 1019: 1017: 1014: 1012: 1009: 1007: 1004: 1002: 1001:Communication 999: 997: 994: 992: 989: 988: 982: 981: 974: 971: 969: 966: 962: 961:administrator 959: 958: 957: 954: 952: 949: 947: 944: 942: 939: 937: 934: 932: 929: 925: 922: 921: 919: 916: 914: 911: 909: 906: 904: 901: 899: 896: 894: 891: 889: 886: 884: 881: 879: 876: 874: 871: 869: 866: 862: 859: 858: 856: 853: 851: 848: 844: 843:administrator 841: 840: 839: 836: 834: 831: 829: 826: 824: 821: 819: 816: 812: 809: 808: 806: 803: 801: 798: 794: 791: 790: 788: 785: 783: 780: 778: 775: 773: 770: 768: 765: 763: 760: 758: 755: 753: 752:Configuration 750: 748: 745: 741: 738: 737: 736: 733: 729: 726: 725: 724: 721: 719: 716: 714: 711: 709: 706: 704: 701: 699: 696: 694: 691: 690: 684: 683: 676: 673: 671: 668: 666: 663: 661: 658: 656: 653: 651: 648: 646: 643: 641: 638: 636: 633: 631: 628: 626: 623: 621: 618: 616: 613: 611: 608: 606: 603: 601: 598: 596: 593: 591: 588: 586: 583: 581: 578: 576: 573: 572: 566: 565: 558: 555: 553: 550: 548: 545: 543: 540: 538: 535: 533: 530: 528: 525: 523: 520: 518: 515: 513: 510: 508: 507:Mixed economy 505: 503: 500: 498: 495: 493: 490: 488: 485: 483: 480: 479: 476: 471: 470: 463: 459: 456: 454: 450: 447: 445: 442: 440: 437: 435: 431: 428: 426: 422: 419: 417: 414: 413: 410: 405: 404: 397: 394: 392: 389: 387: 384: 382: 379: 377: 374: 372: 369: 367: 364: 362: 359: 358: 355: 354:Corporate law 350: 349: 342: 339: 337: 334: 332: 329: 327: 324: 322: 319: 318: 315: 310: 309: 302: 299: 297: 294: 292: 289: 287: 284: 282: 279: 277: 274: 272: 269: 267: 264: 262: 259: 257: 254: 252: 249: 247: 244: 242: 239: 238: 234: 230: 225: 224: 217: 214: 212: 209: 207: 204: 203: 200: 195: 194: 190: 189: 186: 182: 176: 174: 172: 168: 164: 163: 157: 156: 151: 147: 143: 135: 133: 131: 126: 121: 119: 115: 111: 107: 102: 100: 96: 92: 91:corporate law 88: 83: 81: 77: 73: 69: 65: 60: 54: 48: 41: 37: 33: 19: 4927:Business law 4865: 4414:, London, UK 4404:the original 4388: 4373: 4359:, retrieved 4343: 4318:the original 4289: 4285: 4275: 4259:(5): 51–66. 4256: 4252: 4242: 4228: 4195: 4191: 4185: 4153: 4149: 4136: 4129: 4125: 4100:, retrieved 4093:the original 4084: 4077: 4069:the original 4064: 4055: 4030:, retrieved 4023:the original 4014: 4004: 3979:, retrieved 3972:the original 3963: 3953: 3941: 3932: 3917: 3906: 3894: 3882:. Retrieved 3878:the original 3873: 3863: 3851:. Retrieved 3847:the original 3842: 3818: 3806:. Retrieved 3802:the original 3792: 3784:the original 3774: 3752:, London, UK 3737: 3725:. Retrieved 3721: 3712: 3700:. Retrieved 3696:the original 3691: 3665: 3654: 3650: 3642: 3636: 3632: 3628: 3620: 3616: 3606: 3601: 3587: 3583: 3575: 3569: 3561: 3557: 3547: 3543: 3535: 3531: 3526: 3514: 3506: 3497: 3472: 3468: 3462: 3453: 3449: 3443: 3430: 3421: 3417: 3407: 3399: 3383: 3375: 3353: 3348: 3340: 3336: 3326: 3322: 3317: 3305:. Retrieved 3285: 3266: 3262: 3252: 3233: 3229: 3219: 3202: 3196: 3186: 3169: 3163: 3153: 3141: 3107:. Retrieved 3103:the original 3098: 3089: 3077:. Retrieved 3073:the original 3068: 3059: 3047: 3038: 3028: 3016:. Retrieved 3012:the original 3007: 2998: 2990:the original 2980: 2966:cite journal 2954:. Retrieved 2937:(2): 47–57. 2934: 2930: 2917: 2905:. Retrieved 2901:the original 2896: 2887: 2875:. Retrieved 2865: 2853:. Retrieved 2843: 2831:. Retrieved 2826: 2817: 2765: 2738:. Retrieved 2734:the original 2729: 2720: 2708:. Retrieved 2703: 2693: 2666:. Retrieved 2654: 2642: 2630:. Retrieved 2626: 2617: 2612:, p. 9. 2605: 2572: 2563: 2555: 2551: 2546: 2538: 2533: 2524: 2515: 2506: 2497: 2473: 2433: 2429: 2425: 2401: 2398:Compensation 2389: 2380: 2371: 2355: 2341: 2337: 2328: 2324: 2323: 2316: 2284: 2237: 2224: 2221: 2211: 2205: 2203: 2199: 2193: 2189: 2179: 2177: 2168: 2160: 2157: 2145: 2143: 2136: 2128: 2124: 2118: 2114: 2110: 2098: 2091: 2082: 2069: 2061: 2053: 2042: 2032: 2028: 2019: 2003:shareholders 2000: 1979: 1978:the rule in 1966: 1958: 1942: 1940: 1936:poison pills 1932: 1924: 1921: 1917: 1910: 1898: 1879: 1864: 1855: 1835: 1808: 1803: 1800:as follows: 1796:2 KB 113 by 1791: 1789: 1779: 1773: 1761: 1755: 1751: 1736: 1727: 1707: 1679: 1675: 1644: 1635: 1623: 1619: 1607: 1605: 1593:shareholders 1590: 1569:shareholders 1562: 1559:Corporations 1550: 1547: 1543: 1532: 1520: 1516: 1509: 1489: 1472:action items 1461: 1446: 1437: 1417: 1390: 1384: 1378: 1374: 1368: 1360: 1354: 1346: 1340: 1334: 1329:Terminology 1323: 1316: 1297: 1270: 1263: 1251: 1243: 1223: 1221: 1214: 1206:stakeholders 1175: 991:Architecture 985:Organization 951:Supply chain 777:Earned value 650:Stock market 527:Open economy 517:Econometrics 325: 256:Conglomerate 170: 166: 159: 153: 149: 145: 141: 139: 122: 114:shareholders 103: 95:constitution 84: 63: 61: 59: 4769:Chairperson 4688:Procurement 4623:Information 3959:BoardSource 3692:MarketWatch 3456:(2): 15–26. 3352:See Gower, 3109:24 December 3079:24 December 3052:Robert 2011 3018:24 December 2827:Law Insider 2771:USLegal.com 2758:Robert 2011 2686:Robert 2011 2610:Robert 2011 2404:Fortune 500 2258:declaration 2111:or can have 1976:(see also: 1266:shareholder 1106:Trade route 1021:Engineering 1016:Development 868:Performance 811:development 772:Distributed 645:Liquidation 286:Partnership 271:Corporation 266:Cooperative 136:Terminology 87:regulations 4942:Committees 4911:Categories 4840:Supervisor 4743:Technology 4673:Networking 4638:Investment 4633:Innovation 4598:Experience 4558:Compliance 4548:Commercial 4528:Automation 4425:NEDonBoard 4368:KJ Hopt, ' 4170:1803/15915 3808:27 January 3727:10 January 3702:10 January 3605:Following 3578:2 NZLR 225 2740:27 January 2710:26 January 2593:References 2386:Committees 2263:Rescission 2254:Injunction 2201:complain. 2064:discretion 1969:common law 1730:April 2016 1659:governance 1655:management 1587:Governance 1523:board-only 1496:electronic 973:Technology 855:Operations 735:Commercial 728:innovation 718:Capability 610:Derivative 199:Accounting 4799:President 4748:Visionary 4728:Solutions 4678:Operating 4658:Marketing 4643:Knowledge 4613:Happiness 4603:Financial 4593:Executive 4588:Diversity 4518:Analytics 4314:145716192 4306:0170-8406 4212:199305877 4198:: 73–97. 3853:24 August 3843:USA Today 3660:BCLC 1027 3655:Norman v 3521:. Law360. 3307:8 October 2598:Citations 2422:Criticism 2007:fiduciary 1850:talk page 1722:talk page 1494:or other 1432:talk page 1319:president 1285:(CFO) or 1254:president 1240:Directors 1189:president 1041:Structure 1026:Hierarchy 946:Strategic 833:Materials 823:Knowledge 800:Financial 740:Marketing 585:Factoring 580:Insurance 482:Commodity 475:Economics 160:board of 4733:Strategy 4723:Security 4698:Research 4648:Learning 4568:Creative 4538:Business 4449:Archived 4352:archived 4174:Archived 4111:citation 4041:citation 3990:citation 3926:archived 3746:Archived 3552:BCLC 100 3392:Archived 3298:Archived 3130:Archived 2947:Archived 2833:21 March 2778:Archived 2659:Archived 2475:Vorstand 2447:See also 2267:contract 2194:emphasis 2119:emphasis 2073:contract 2015:trustees 1967:In most 1892:and the 1858:May 2018 1844:You may 1798:Greer LJ 1716:You may 1609:de facto 1573:dividend 1480:McKinsey 1440:May 2018 1426:You may 1335:Director 1225:chairman 1031:Patterns 1011:Conflict 996:Behavior 936:Security 913:Resource 898:Property 861:services 818:Incident 757:Conflict 713:Capacity 416:Chairman 371:Contract 162:trustees 72:business 4850:Foreman 4825:Manager 4718:Science 4708:Revenue 4693:Product 4683:Privacy 4663:Medical 4583:Digital 4563:Content 4543:Channel 4331:Sources 4220:2037512 3489:6133226 3321:Gower, 2956:24 July 2808:, and 2668:8 April 2632:8 April 2248:Damages 1811:Table A 1784:Table A 1689:History 1667:cabinet 1379:de jure 1230:by-laws 1006:Culture 956:Systems 941:Service 920: 908:Records 903:Quality 893:Project 888:Product 878:Process 857: 838:Network 807: 789: 762:Content 569:Finance 251:Company 99:by-laws 78:, or a 4608:Gaming 4578:Design 4396: 4312: 4304: 4218: 4210: 3934:staff. 3611:Ch 254 3564:Ch 421 3487: 2907:24 May 2877:24 May 2855:24 May 2829:. 2013 2196:added) 2121:added) 2049:shares 2011:agents 1987:Duties 1961:quorum 1894:NASDAQ 1626:career 1500:quorum 1468:agenda 968:Talent 924:crisis 850:Office 723:Change 165:, and 66:is an 38:, and 4653:Legal 4533:Brand 4523:Audit 4361:2 May 4355:(PDF) 4348:(PDF) 4321:(PDF) 4310:S2CID 4208:S2CID 4177:(PDF) 4146:(PDF) 4102:2 May 4096:(PDF) 4089:(PDF) 4032:2 May 4026:(PDF) 4019:(PDF) 3981:2 May 3975:(PDF) 3968:(PDF) 3929:(PDF) 3922:(PDF) 3884:2 May 3592: 3485:S2CID 3301:(PDF) 3294:(PDF) 3205:(1). 2950:(PDF) 2927:(PDF) 2662:(PDF) 2651:(PDF) 2489:Notes 1563:In a 1054:Trade 1036:Space 931:Sales 873:Power 828:Legal 698:Brand 693:Asset 216:Audit 177:Roles 4713:Risk 4573:Data 4394:ISBN 4363:2017 4302:ISSN 4216:SSRN 4117:link 4104:2017 4047:link 4034:2017 3996:link 3983:2017 3910:Cf. 3886:2017 3855:2017 3810:2014 3729:2020 3704:2020 3309:2021 3111:2015 3081:2015 3020:2015 2972:link 2958:2019 2909:2013 2879:2013 2857:2013 2835:2023 2742:2008 2712:2008 2670:2011 2634:2011 2377:Size 2356:The 2013:and 1995:and 1682:OECD 918:Risk 233:list 97:and 74:, a 4753:Web 4337:547 4294:doi 4261:doi 4200:doi 4166:hdl 4158:doi 3477:doi 3422:653 3341:Per 3271:doi 3238:doi 3207:doi 3203:165 3174:doi 2939:doi 2804:), 2256:or 2190:his 2144:In 1983:). 1778:in 1595:in 1533:In 1232:or 1191:or 660:Tax 4913:: 4308:. 4300:. 4290:35 4288:. 4284:. 4257:10 4255:. 4251:. 4214:. 4206:. 4196:55 4194:. 4172:. 4164:. 4154:50 4152:. 4148:. 4113:}} 4109:{{ 4063:. 4043:}} 4039:{{ 3992:}} 3988:{{ 3872:. 3841:. 3830:^ 3757:^ 3720:. 3690:. 3679:^ 3505:. 3483:. 3473:64 3471:. 3454:20 3452:. 3420:. 3416:. 3398:. 3374:. 3361:^ 3267:62 3265:. 3261:. 3234:63 3232:. 3228:. 3201:. 3195:. 3170:61 3168:. 3162:. 3119:^ 3097:. 3067:. 3006:. 2968:}} 2964:{{ 2935:17 2933:. 2929:. 2895:. 2825:. 2800:; 2796:; 2792:; 2784:, 2773:, 2750:^ 2728:. 2702:. 2678:^ 2657:. 2653:. 2625:. 2017:. 1673:. 1583:. 1521:A 1478:, 173:. 158:, 152:, 148:, 144:, 108:, 82:. 62:A 34:, 4486:e 4479:t 4472:v 4296:: 4269:. 4263:: 4222:. 4202:: 4168:: 4160:: 4119:) 4049:) 3998:) 3888:. 3857:. 3812:. 3731:. 3706:. 3673:. 3509:. 3491:. 3479:: 3438:. 3424:. 3402:. 3378:. 3311:. 3279:. 3273:: 3246:. 3240:: 3213:. 3209:: 3180:. 3176:: 3113:. 3083:. 3022:. 2974:) 2960:. 2941:: 2911:. 2881:. 2859:. 2837:. 2812:. 2744:. 2714:. 2672:. 2636:. 1871:) 1865:( 1860:) 1856:( 1842:. 1743:) 1737:( 1732:) 1728:( 1714:. 1453:) 1447:( 1442:) 1438:( 1424:. 1195:) 1165:e 1158:t 1151:v 460:/ 451:/ 432:/ 423:/ 235:) 231:( 49:. 42:. 20:)

Text is available under the Creative Commons Attribution-ShareAlike License. Additional terms may apply.

Index