The Board of Directors †Roles and Responsibilities

The Board of Directors partings and responsibilities The instrument panels key purpose is to watch the guilds prosperity by collectively directing the comp eachs affairs, whilst coming together the appropriate interests of its sh atomic number 18holders and stakeholders. The objects of the company be defined in the Memorandum of Association and regulations atomic number 18 placed fall out in the Articles of Association. Appointment of managing directors The ultimate control as to the radical of the calling card of directors rests with the shareholders, who potty always appoint, and more importantly, some sequences dismiss a director.The shareholders bottomland also fix the minimum and maximum number of directors. However, the age fucking commonly appoint (but not dismiss) a director to his bureau as well. A director may be dismissed from built in bed by a majority vote of the shareholders, provided that a special bit is followed. The procedure is complex, and legal advice will always be required. Role of the board of directors Boards can be helped greatly by focusing on quartet key areas Establish vision, deputation and values keep an eye on the companys vision and mission to guide and set the pace for its current operations and future development. read the values to be promoted throughout the company. secure and review company goals. Determine company policies Set strategy and structure Review and evaluate throw 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, s take those to be pursued, and decide the means to implement and donjon them. Determine the product line strategies and plans that underpin the corporate strategy.Ensure that the companys organisational structure and capability are appropriate for implementing the chosen strategies. Delegate to management Delegate authority to managem ent, and admonisher and evaluate the implementation of policies, strategies and business plans. Determine monitoring criteria to be utilize by the board. Ensure that internal controls are effective. Communicate with senior management. purpose accountability to shareholders and be responsible to relevant stakeholders Ensure that communications both to and from shareholders and relevant stakeholders are effective. Understand and take into account the interests of shareholders and relevant stakeholders. superintend relations with shareholders and relevant stakeholders by gathering and evaluation of appropriate information. prove the goodwill and support of shareholders and relevant stakeholders. Responsibilities of directors Directors look after the affairs of the company, and are in a limit of trust. They might abuse their position in order to profit at the expense of their company, and, at that placefore, at the expense of the shareholders of the company.Consequently, th e right imposes a number of duties, burdens and responsibilities upon directors, to prevent abuse. Much of company law can be seen as a balance mingled with 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 right books of account are kept. In some circumstances, 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 found guilty of wrongful trading and can be made personally liable. Directors are curiously vulnerable if they open acted in a way which benefits themselves. The directors moldiness always exercise their powers for a proper purpose that is, in furtherance of the reason for which they were given those powers by the shareholders. Directors must(prenominal)(prenominal) act in good faith in what they h 1stly intend to be the best interests of the company, and not for any collateral purpose.This means that, particularly in the event of a conflict of interest between the companys interests and their own, 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 meeting A director, or the secretaire at the request of a director, may call a directors meeting. A secretary may not call a meeting unless bespeak to do so by a director or the directors. individually director must be given reasonable notice of the meeting, stating its date, time and place.Commonly, seven days is given but what is reasonable depends in the last safety on the circumstances Non-executive directors Legally speaking, there is no distinction between an executive and non-executive director. Yet there is inescapably a sense that the non-executives role can be seen as balancing that of the executive dire ctor, so as to ensure the board as a whole functions effectively. Where the executive director has an intimate knowledge of the company, the non-executive director may be expected to deport a wider perspective of the world at large. 2The lead of the board The articles ordinarily provide for the election of a chairman of the board. They empower the directors to appoint one of their own number as chairman and to determine the period for which he is to hold office. If no chairman is elected, or the elected chairman is not present within five minutes of the time fixed for the meeting or is unwilling to preside, those directors in attendance may usually elect one of their number as chairman of the meeting. The chairman will usually have a second of casting vote in the field of equality of votes.Unless the articles confer such a vote upon him, however, a chairman has no casting vote merely by virtue of his office. Since the chairmans position is of great importance, it is vital that his election is illuminately in accordance with any special procedure laid down by the articles and that it is unambiguously minuted this is curiously important to avoid disputes as to his period in office. Usually there is no special procedure for resignation. As for removal, articles usually empower the board to remove 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 ascertain board composition and organisation Clarifying board and management responsibilities mean and managing board and board committee meetings Developing the effectiveness of the board. Shadow directors In many circumstances, the law applies not only to a director, but to a shadow director. A shadow director is a person in accordance with whose directions or instructions the directors of a company are abandoned to act .Under this definition, it is possible that a director, or the whole board, of a dimension company, and the holding company itself, could be treated as a shadow director of a subsidiary. Professional advisers giving 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 Running a express mail company, David Impney Nicholas Montague, Jordans 2000 Brefi Group Limited http//www. corporatecoach. co. uk/