The Board of Directors †Roles and Responsibilities

The Board of Directors personas and responsibilities The wits key purpose is to catch the squaller- divulges prosperity by collectively directive the comp some(prenominal)s affairs, whilst collision the grab interests of its sh atomic crook 18holders and stakeholders. The objects of the company argon defined in the Memorandum of affiliation and regulations be laid out in the Articles of Association. Appointment of directors The ultimate control as to the composition of the board of directors rests with the shargonholders, who female genital organ unendingly appoint, and more importantly, sometimes dismiss a director.The shareholders underside also fix the token(prenominal) and maximum number of directors. However, the board can usually appoint ( only when not dismiss) a director to his office as well. A director may be pink-slipped from office by a legal age vote of the shareholders, provided that a special effect is followed. The social occasion is complex, a nd legal advice will forever be necessary. Role of the board of directors Boards can be helped swellly by direction on four key areas present dream, mission and values shape the companys vision and mission to guide and set the measure for its current operations and future day development. regard the values to be promoted throughout the company. Determine and review company goals. Determine company policies Set strategy and structure fall over and evaluate present and future opportunities, threats and risks in the external environment and current and future strengths, weaknesses and risks relating to the company. Determine strategic options, select those to be pursued, and decide the means to implement and reinforcing stimulus them. Determine the line of descent strategies and plans that underpin the corporal strategy.Ensure that the companys organisational structure and capability are countenance for implementing the chosen strategies. deputize to management D elegate authority to management, and monitor and evaluate the capital punishment of policies, strategies and business plans. Determine monitoring criteria to be used by the board. Ensure that versed controls are effective. Communicate with senior management. work circularability to shareholders and be responsible to pertinent stakeholders Ensure that communications both to and from shareholders and applicable stakeholders are effective. Understand and take into calculate the interests of shareholders and relevant stakeholders. Monitor relations with shareholders and relevant stakeholders by gathering and evaluation of appropriate information. Promote the goodwill and support of shareholders and relevant stakeholders. Responsibilities of directors Directors look after the affairs of the company, and are in a position of trust. They efficacy abuse their position in order to profit at the expense of their company, and, thitherfore, at the expense of the shareholders of t he company.Consequently, the law of naturefulness imposes a number of duties, burdens and responsibilities upon directors, to pr government issue abuse. Much of company law can be seen as a balance among allowing directors to manage the companys business so as to make a profit, and preventing them from abusing this freedom. Directors are responsible for ensuring that proper books of account are kept. In some hatful, a director can be required to help pay the debts of his company, even though it is a separate legal person.For example, directors of a company who try to trade out of difficulty and fail may be put guilty of wrongful trading and can be made personally liable. Directors are oddly vulnerable if they have acted in a way which benefits themselves. The directors essential(prenominal)(prenominal) always commit their powers for a proper purpose that is, in promotion of the reason for which they were assumption those powers by the shareholders. Directors must act i n good trustfulness in what they h whizzstly believe to be the best interests of the company, and not for any corroborative purpose.This means that, particularly in the event of a conflict of interest between the companys interests and their birth, the directors must always favour the company. Directors must act with due skill and care. Directors must consider the interests of employees of the company. Calling a directors meet A director, or the secretary at the request of a director, may call a directors meeting. A secretary may not call a meeting unless requested to do so by a director or the directors. for each one director must be given reasonable notice of the meeting, stating its date, time and place.Commonly, heptad days is given but what is reasonable depends in the last resort on the circumstances Non-executive directors Legally speaking, at that place is no short letter between an executive and non-executive director. Yet there is inescapably a sense that the n on-executives role can be seen as match that of the executive director, so as to meet the board as a hearty functions effectively. Where the executive director has an intimate cognition of the company, the non-executive director may be pass judgment to have a wider perspective of the cosmea at large. 2The chairwoman of the board The articles usually provide for the election of a lead of the board. They empower the directors to appoint one of their own number as hot seat and to trammel the period for which he is to hold office. If no chairman is elected, or the elected chairman is not present within pentad minutes of the time fixed for the meeting or is unwilling to preside, those directors in attending may usually elect one of their number as chairman of the meeting. The chairman will usually have a second of casting vote in the case of equality of votes.Unless the articles confer much(prenominal) a vote upon him, however, a chairman has no casting vote barely by virtue of his office. Since the chairmans position is of great importance, it is vital that his election is clearly in accordance with any special procedure laid down by the articles and that it is unequivocally minuted this is especially important to stay off disputes as to his period in office. Usually there is no special procedure for resignation. As for removal, articles usually empower the board to exclude the chairman from office at any time. Proper and clear minutes are important in order to avoid disputes.Role of the chairman The chairmans role includes managing the boards business and acting as its facilitator and guide. This can include find out board composition and organisation clear up board and management responsibilities Planning and managing board and board committee meetings Developing the strong point of the board. Shadow directors In many circumstances, the law applies not only to a director, but to a shade director. A trace director is a person in accordanc e with whose directions or instructions the directors of a company are accustomed to act.Under this definition, it is thinkable that a director, or the whole board, of a holding company, and the holding company itself, could be treated as a hindquarters director of a subsidiary. Professional advisers full-grown advice in their professional capacity are specifically excluded from the definition of a shadow director in the companies legislation. RCW 5/11/2000Sources Standards for the Board, Institute of Directors The Independent Director, IoD/Ernst Young raceway a limited company, David Impney Nicholas Montague, Jordans 2000 Brefi Group peculiar(a) http//www. corporatecoach. co. uk/