The Full Wiki

Board of Directors: Wikis

  

Encyclopedia

(Redirected to Board of directors article)

From Wikipedia, the free encyclopedia

.A board of directors is a body of elected or appointed members who jointly oversee the activities of a company or organization.^ He was elected a director of the Company in 1984.
  • Tiffany & Co. - Board of Directors 10 February 2010 12:26 UTC investor.tiffany.com [Source type: News]

^ Nesselrode elected to NEFLIN board of directors .
  • » Nesselrode elected to NEFLIN board of directors 10 February 2010 12:26 UTC gargoyle.flagler.edu [Source type: General]

^ The Board of Directors elects a Chairman from among its members for a three-year term.
  • Board of Directors 10 February 2010 12:26 UTC www.bis.org [Source type: Academic]

.The body sometimes has a different name, such as board of trustees, board of governors, board of managers, or executive board.^ These bodies appoint a Board of Directors who oversee camp operations and call an Executive Director.
  • Board of Directors 10 February 2010 12:26 UTC mtcross.org [Source type: General]

^ Skills bringing to the Chorale Board: Hospital department management including capital and operating budget planning & execution.

^ Richard L. Clemmer Richard L. Clemmer is president and chief executive officer (CEO) and also holds the position of chairman of the Management Board at NXP, the independent semiconductor company founded by Philips.
  • NCR Board of Directors 10 February 2010 12:26 UTC www.ncr.com [Source type: News]

.It is often simply referred to as "the board."^ For-profit Boards often are referred to as "corporate" Boards, which really is a misnomer because both nonprofit and for-profit corporations are required to have Boards -- not just for-profit corporations.
  • Free Complete Toolkit for Boards 9 February 2010 12:56 UTC www.managementhelp.org [Source type: FILTERED WITH BAYES]

.A board's activities are determined by the powers, duties, and responsibilities delegated to it or conferred on it by an authority outside itself.^ The Board also delegates specific responsibilities to committees.
  • Board of Directors - Trinity Mirror plc 10 February 2010 12:26 UTC www.trinitymirror.com [Source type: General]

^ Accordingly, the Board of Directors no longer had the power or duty to manage, direct, or oversee the business and affairs of Fannie Mae.
  • Corporate Governance: Board of Directors 9 February 2010 12:56 UTC www.fanniemae.com [Source type: News]

^ The Board is responsible for determining the strategic and policy direction of the BIS, supervising the management, and fulfilling the specific tasks given to it by the Bank's Statutes.
  • Board of Directors 10 February 2010 12:26 UTC www.bis.org [Source type: Academic]

.These matters are typically detailed in the organization's bylaws.^ These announcements typically detail agenda topics and provide detailed location information as well as date and time.
  • The Sault Tribe of Chippewa Indians Official Web Site - Board of Directors 9 February 2010 12:56 UTC www.saulttribe.com [Source type: General]

.The bylaws commonly also specify the number of members of the board, how they are to be chosen, and when they are to meet.^ Members of the Board do their work, primarily in their Board meetings.
  • Free Complete Toolkit for Boards 9 February 2010 12:56 UTC www.managementhelp.org [Source type: FILTERED WITH BAYES]

^ How do I become a Board member?

^ The members of a Board of Directors are paid in cash and/or stock , meet several times each year, and assume legal responsibility for corporate activities .

.In an organization with voting members, e.g., a professional society, the board acts on behalf of, and is subordinate to, the organization's full assembly, which usually chooses the members of the board.^ Click any Board Member for full bio.

^ Robert was member of numerous scientific societies (IEEE, MRS…) and acted as expert in international committees (IEDM, PMCIM) or in support of French administrations.
  • Paratek :: Board of Directors 10 February 2010 12:26 UTC www.paratek.com [Source type: Academic]

^ San Francisco SPCA Board Members are elected volunteers who govern the organizational policies of The SF/SPCA and oversee its fiduciary stability.
  • Board of Directors | SF/SPCA 10 February 2010 12:26 UTC www.sfspca.org [Source type: General]

.In a stock corporation, the board is elected by the stockholders and is the highest authority in the management of the corporation.^ The Board of Directors is responsible for exercising all corporate matters and for managing the business and affairs of the Jefferson Scholars Foundation.
  • Jefferson Scholars Foundation | Board of Directors 10 February 2010 12:26 UTC www.jeffersonscholars.org [Source type: Academic]

^ In accordance with its corporate by-laws, the business and affairs of the Association are managed by a board of directors consisting of member company representatives.
  • Board of Directors « DirectEmployers Association 10 February 2010 12:26 UTC www.directemployers.org [Source type: News]

^ To qualify as an Honorary Director, a candidate therefore shall be a stockholder of this corporation who has performed long and meritorious service for the Fair, and said candidate shall be elected to said position by the majority vote of the Board of Directors.

.In a nonstock corporation with no general voting membership, e.g., a university, the board is the supreme governing body of the institution.^ Their support is most recognized in the membership of the University's two Governing Boards: .
  • Bellevue University | Board of Directors 9 February 2010 12:56 UTC www.bellevue.edu [Source type: News]

^ The board of directors establishes the overall strategic direction of the AOG. The governance structure was adopted by vote of the membership on May 4, 2006.
  • Board of Directors -- Association of Graduates - United States Air Force Academy 10 February 2010 12:26 UTC www.usafa.org [Source type: General]

^ The Board of Directors is the governing body of the Association and has full power to do all the things necessary to carry out the Association’s objectives and purposes.
  • CACUBO-Central Association of College and University Business Officers 9 February 2010 12:56 UTC www.cacubo.org [Source type: Academic]

[1]
Typical duties of boards of directors include[2][3]
  • governing the organization by establishing broad policies and objectives;
  • selecting, appointing, supporting and reviewing the performance of the chief executive;
  • ensuring the availability of adequate financial resources;
  • approving annual budgets;
  • accounting to the stakeholders for the organization's performance.
.The legal responsibilities of boards and board members vary with the nature of the organization, and with the jurisdiction within which it operates.^ Members of SEA’s Board of Directors are responsible for the fulfillment of the organization’s mission and the legal accountability for its operations.
  • Board of Directors - SHARP Network 10 February 2010 12:26 UTC sharp.sefora.org [Source type: FILTERED WITH BAYES]

^ The Board is responsible and accountable for the Group's operations.
  • Board of Directors - Trinity Mirror plc 10 February 2010 12:26 UTC www.trinitymirror.com [Source type: General]

^ The members of a Board of Directors are paid in cash and/or stock , meet several times each year, and assume legal responsibility for corporate activities .

.For public corporations, these responsibilities are typically much more rigorous and complex than for those of other types.^ As Mr. Presby has no significant business activities other than board service, he is available full time to fulfill his board responsibilities.
  • Tiffany & Co. - Board of Directors 10 February 2010 12:26 UTC investor.tiffany.com [Source type: News]

^ By forcing renegotiation of some 5,000 below market leases, he increased, by more than $24,000,000, the amount of revenue to the public schools from those properties during his tenure.
  • Board of Directors « NAFO (National Alliance of Forest Owners) 10 February 2010 12:26 UTC nafoalliance.org [Source type: FILTERED WITH BAYES]

^ I have been a public servant for most of my life, having served more than 33 years with the Internal Revenue Service8 as an auditor of all types and sizes of businesses and more than 25 as an appeals officer.
  • New Territory Residential Community Association - Board of Directors 9 February 2010 12:56 UTC www.newterritory.org [Source type: General]

.Typically the board chooses one of its members to be the chairman.^ Board of Directors Executive Committee The Executive Committee consists of the Officers of CLMA plus one board member at-large who serves as a board-elected representative.
  • Board of Directors 9 February 2010 12:56 UTC www.clma.org [Source type: FILTERED WITH BAYES]

^ Each Coalition member organization appoints one individual to serve as its representative Director, who casts one vote on any matter considered by the Board of Directors.
  • Board of Directors | Secular Coalition for America 10 February 2010 12:26 UTC www.secular.org [Source type: FILTERED WITH BAYES]

^ Board of Directors consists of the Executive Committee, nine (9) Directors elected at-large, the Chairman of the Board Development Committee, and not more than four (4) Ex-officio Board members elected at the discretion of the Board of Directors.
  • Board of Directors 9 February 2010 12:56 UTC wvaea.org [Source type: General]

Contents

Corporations

.Theoretically, the control of a company is divided between two bodies: the board of directors, and the shareholders in general meeting.^ The responsibilities of the Board of Directors The Board represents and is accountable to the shareholders of the company.
  • Nokia - Board of Directors 10 February 2010 12:26 UTC www.nokia.com [Source type: FILTERED WITH BAYES]

^ Meet the 2009-2010 Board of Directors .
  • Meet the 2009-2010 Board of Directors 9 February 2010 12:56 UTC www.jlocc.org [Source type: General]

^ Giannuzzi sits on the Board of Directors of each company.

.In practice, the amount of power exercised by the board varies with the type of company.^ The Executive Committee exercises the powers of the board.
  • Arlington Chamber of Commerce Board of Directors 10 February 2010 12:26 UTC www.arlingtonchamber.org [Source type: General]

^ Nowell is a member of the board of directors of American Electric Power Company and serves on the dean's advisory board at The Ohio State University Fisher College of Business.
  • Reynolds American Inc. - Reynolds American Inc. Board of Directors 10 February 2010 12:26 UTC ir.reynoldsamerican.com [Source type: News]

^ He also served as Chairman of the Board of Directors of Indianapolis Power & Light, and as a director of AES Gener, a publicly listed company in Chile.
  • Calpine | About Us | Board of Directors 10 February 2010 12:26 UTC www.calpine.com [Source type: News]

.In small private companies, the directors and the shareholders will normally be the same people, and thus there is no real division of power.^ Bowes is also a director of one private company.
  • XOMA - Board of Directors 10 February 2010 12:26 UTC www.xoma.com [Source type: Academic]

^ He is a Director of DairyNZ and a number of private companies.
  • Board of Directors 10 February 2010 12:26 UTC www.fonterra.com [Source type: FILTERED WITH BAYES]

^ Prof Davis is a non-executive director of several companies including Transurban, SP AusNet and Singapore Power.

.In large public companies, the board tends to exercise more of a supervisory role, and individual responsibility and management tends to be delegated downward to individual professional executive directors (such as a finance director or a marketing director) who deal with particular areas of the company's affairs.^ Company profile Management Corporate values Social Responsibility FAQ Board of directors .
  • Actavis Group - Board of directors 10 February 2010 12:26 UTC www.actavis.com [Source type: News]

^ It is the responsibility of the board of directors to ensure that the company fulfills its mission.
  • Directors, Executive Board, Officers of Auburn Mountain, 10 February 2010 12:26 UTC www.auburnmountain.com [Source type: News]

^ Cruz is a public affairs manager for the Southern California Gas Company.
  • Board of Directors 9 February 2010 12:56 UTC www.csba.org [Source type: FILTERED WITH BAYES]

.Another feature of boards of directors in large public companies is that the board tends to have more de facto power.^ Board of Directors More events Publications .
  • http://www.eib.org/about/structure/governance/board_of_directors/index.htm 10 February 2010 12:26 UTC www.eib.org [Source type: FILTERED WITH BAYES]

^ He was elected to the Board of Directors of the Company in 1998.
  • Board of Directors 10 February 2010 12:26 UTC www.nfais.org [Source type: Academic]

^ Board of Directors - Casa de Maryland .
  • Board of Directors - Casa de Maryland 10 February 2010 12:26 UTC www.casademaryland.org [Source type: FILTERED WITH BAYES]

.Between the practice of institutional shareholders (such as pension funds and banks) granting proxies to the board to vote their shares at general meetings and the large numbers of shareholders involved, the board can comprise a voting bloc that is difficult to overcome.^ The Members elect the directors at the Annual General Assembly Meeting.Each member company present in person or by proxy is entitled to one vote with respect to each director position to be filled.
  • HART Communication Foundation - Board of Directors 10 February 2010 12:26 UTC hartcomm.org [Source type: Reference]

^ The five member Board of Directors comprise the governing body of the District and are responsible to the members of the public of his or her division, and to the general public within the District, for proper conduct of District affairs.
  • Western Municipal Water District - Board of Directors 10 February 2010 12:26 UTC www.wmwd.com [Source type: FILTERED WITH BAYES]

^ The Board votes on major policy decisions regarding the direction the theatre, shows, special programs, it's employees, budget, bylaws, and fund raising activities.

.However, there have been moves recently to try to increase shareholder activism amongst both institutional investors and individuals with small shareholdings.^ Keen has been an active investor in a number of companies, both start up and later stage, including: Lending Tree, recently acquired by IAC Interactive Corp.
  • 3D Icon - Board of Directors 10 February 2010 12:26 UTC www.3dicon.net [Source type: News]

^ From there, he moved to Uganda and established Nile Vocational Institute, a vocational training center partly-owned by Africa Evangelistic Enterprise.
  • Board of Directors-FINCA International 9 February 2010 12:56 UTC www.villagebanking.org [Source type: FILTERED WITH BAYES]

[4] .[5] A board-only 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.^ Members appointed to serve on the Board of Directors may serve no more than two four-year terms, although they may continue to serve until replaced.
  • Board of Directors | United States Institute of Peace 10 February 2010 12:26 UTC www.usip.org [Source type: FILTERED WITH BAYES]

^ Board members, who may serve more than one term, serve until a replacement is appointed.
  • OC Fair & Event Center : Board of Directors 10 February 2010 12:26 UTC www.ocfair.com [Source type: General]

^ Delegate Ivey has had a wide array of experience with various organizations & committees, like the following: Ways and Means Committee, member 2007- (election law subcommittee, 2007-; revenues subcommittee, 2007-).
  • Board of Directors - Casa de Maryland 10 February 2010 12:26 UTC www.casademaryland.org [Source type: FILTERED WITH BAYES]

.It is worth noting that in most cases, serving on a board is not a career unto itself.^ He has served on the Board of Directors of the New Israel Fund off and on since its inception; his most recent term starting in January 2002.
  • Board of Directors| New Israel Fund 10 February 2010 12:26 UTC www.nif.org [Source type: News]

^ As a Holt Board member, Jeff enjoys “trying to be most effective to help the organization best help children we seek to serve.” .
  • Introduction to Holt International Board of Directors 10 February 2010 12:26 UTC www.holtinternational.org [Source type: General]

^ I am honored to serve as a member of the Caring for Carcinoid Foundation's Board of Directors."
  • Caring for Carcinoid Foundation - Board of Directors 10 February 2010 12:26 UTC caringforcarcinoid.org [Source type: FILTERED WITH BAYES]

.Inside directors are not usually paid for sitting on a board in its own right, but the duty is instead considered part of their larger job description.^ Board job description .
  • Board of Directors : Kidpower Teenpower Fullpower : Personal Safety and Self-Defense 10 February 2010 12:26 UTC www.kidpower.org [Source type: FILTERED WITH BAYES]

^ Accordingly, the Board of Directors no longer had the power or duty to manage, direct, or oversee the business and affairs of Fannie Mae.
  • Corporate Governance: Board of Directors 9 February 2010 12:56 UTC www.fanniemae.com [Source type: News]

^ As an independent, non-profit 501(c)(3) organization, the Whole Planet Foundation has its own Board of Directors which includes the following individuals: .
  • Whole Planet Foundation - About the Foundation - Board of Directors of Foundation Formed to Provide Grants for Microenterprise Loan Program 10 February 2010 12:26 UTC www.wholeplanetfoundation.org [Source type: News]

.Outside directors on a board likewise are frequently unpaid for their services and sit on the board as a volunteer in addition to their other jobs.^ Giannuzzi sits on the Board of Directors of each company.

^ As Mr. Presby has no significant business activities other than board service, he is available full time to fulfill his board responsibilities.
  • Tiffany & Co. - Board of Directors 10 February 2010 12:26 UTC investor.tiffany.com [Source type: News]

^ Board of Directors Skip to Main Content home news investors careers contact us products & services energy & environment community & society about us .

Classification

.A board of directors is a group of people elected by the owners of a business entity who have decision-making authority, voting authority, and specific responsibilities which in each case is separate and distinct from the authority and responsibilities of owners and managers of the business entity.^ She was elected to the Board of Directors in May 2007.
  • Board of Directors HSMG 10 February 2010 12:26 UTC www.soapguild.org [Source type: General]

^ A Board of Directors gets its authority from the articles.
  • Free Complete Toolkit for Boards 9 February 2010 12:56 UTC www.managementhelp.org [Source type: FILTERED WITH BAYES]

^ The Board of Directors of NTUC LearningHub is responsible for the management and oversight of the business and affairs of the corporation.

.The precise name for this group of individuals depends on the law under which the business entity is formed.^ As Founder and President of CPA Consulting Group, PLLC (CPACG), Cathy provides accounting, auditing, and tax and consulting services to individuals, businesses, and non-profit organizations.
  • Nashville GLBT Chamber of Commerce - Board of Directors 9 February 2010 12:56 UTC nashvilleglbtchamber.org [Source type: News]

^ In 2006, Mr. Glass was voted Ernst & Young "Entrepreneur of the Year" in New England and was also named to the Boston Business Journal's "40 under 40" list.
  • MITX - About MITX - Board of Directors 9 February 2010 12:56 UTC www.mitx.org [Source type: News]

^ Sometimes these groups are formed merely to "park" people who have served admirably on the governing Board or to associate "big names" with the organization.
  • Free Complete Toolkit for Boards 9 February 2010 12:56 UTC www.managementhelp.org [Source type: FILTERED WITH BAYES]

.Directors are the members of a board of directors.^ All members of the Board of Directors are: .
  • Caring for Carcinoid Foundation - Board of Directors 10 February 2010 12:26 UTC caringforcarcinoid.org [Source type: FILTERED WITH BAYES]

^ The ISE Board of Directors has three members.
  • International Securities Exchange, LLC. :: About ISE :: Board of Directors 9 February 2010 12:56 UTC www.ise.com [Source type: News]

^ He also is a member of the board of directors of Ecolab Inc.
  • Reynolds American Inc. - Reynolds American Inc. Board of Directors 10 February 2010 12:26 UTC ir.reynoldsamerican.com [Source type: News]

Directors must be individuals. .Directors can be owners, managers, or any other individual elected by the owners of the business entity.^ Interested persons wishing to communicate directly with the Board of Directors or the non-management directors, individually or as a group, may do so by sending written communications addressed to them to the following address.
  • Board of Directors - About McDonald's 10 February 2010 12:26 UTC www.aboutmcdonalds.com [Source type: FILTERED WITH BAYES]

^ Accordingly, the Board of Directors no longer had the power or duty to manage, direct, or oversee the business and affairs of Fannie Mae.
  • Corporate Governance: Board of Directors 9 February 2010 12:56 UTC www.fanniemae.com [Source type: News]

^ On the other hand, possessing too many independent directors may mean management will be left out of the decision-making process and may cause good managers to leave in frustration.

.Directors who are owners and/or managers are sometimes referred to as inside directors, insiders or interested directors.^ Interested persons wishing to communicate directly with the Board of Directors or the non-management directors, individually or as a group, may do so by sending written communications addressed to them to the following address.
  • Board of Directors - About McDonald's 10 February 2010 12:26 UTC www.aboutmcdonalds.com [Source type: FILTERED WITH BAYES]

^ Most importantly, the board of directors should be a fair representation of both management and shareholders' interests; too many insiders serving as directors will mean that the board will tend to make decisions more beneficial to management.

^ Each state and country program is run by a director who manages the program’s annual plan and budget in support of the Conservancy’s mission and goals.
  • About The Nature Conservancy - Board Members 9 February 2010 12:56 UTC www.nature.org [Source type: Academic]

.Directors who are managers are sometimes referred to as executive directors.^ Board of Directors Executive Committee The Executive Committee consists of the Officers of CLMA plus one board member at-large who serves as a board-elected representative.
  • Board of Directors 9 February 2010 12:56 UTC www.clma.org [Source type: FILTERED WITH BAYES]

^ Although the Board of Directors cannot delegate its broad legal and fiduciary responsibilities, it does delegate responsibility for day-to-day operations to the president and chief executive officer, who in turn delegates responsibilities to his or her management team.
  • About The Nature Conservancy - Board Members 9 February 2010 12:56 UTC www.nature.org [Source type: Academic]

^ The Gatehouse board comprises eight directors who contribute a variety of relevant skills, including senior management and international banking experience, and includes three independent non-executive directors based in the UK. .

.Directors who are not owners or managers are sometimes referred to as outside directors, outsiders, disinterested directors, independent directors, or non-executive directors.^ Non-executive directors .

^ Outside and independent directors .
  • Board of Directors 10 February 2010 12:26 UTC www.parsons.com [Source type: News]

^ Non-executive Director .

.Boards of directors are sometimes compared to an advisory board or board of advisors (advisory group).^ ASNY is “run” by its Board of Directors, a small group of volunteers from the ASNY community who seek to contribute to the profession.
  • Board of Directors 10 February 2010 12:26 UTC www.asny.org [Source type: General]

^ McCarthy currently serves as a director of Operation Homefront, a charitable organization and the Orange County Advisory Board of City National Bank.
  • Solta Medical - Board of Directors 9 February 2010 12:56 UTC www.solta.com [Source type: News]

^ He currently serves as a member of the advisory council for the Stanford Graduate School of Business and is on the board of directors of Arthur Companies Inc., Success Factors, Inc., and Intelligent InSites Inc.

An advisory group is a group of people selected (but not elected) by the person wanting advice. .An advisory group has no decision-making authority, no voting authority, and no responsibility.^ A group of individuals that are elected as, or elected to act as, representatives of the stockholders to establish corporate management related policies and to make decisions on major company issues.

^ He moved to the Mergers and Strategic Advisory Group in New York in 2001 and assumed responsibility for coverage of the chemicals sector within Investment Banking in 2003.
  • Board of Directors | Echoing Green 10 February 2010 12:26 UTC www.echoinggreen.org [Source type: News]

^ Within these investment banking groups, Mr. Paul was responsible for public and private equity offerings as well as strategic advisory assignments.
  • Meru Networks | Board of Directors 10 February 2010 12:26 UTC www.merunetworks.com [Source type: News]

.An advisory group does not replace a board of directors; in other words, a board of directors continues to have authority and responsibility even with an advisory group.^ The Board is responsible and accountable for the Group's operations.
  • Board of Directors - Trinity Mirror plc 10 February 2010 12:26 UTC www.trinitymirror.com [Source type: General]

^ A Board of Directors gets its authority from the articles.
  • Free Complete Toolkit for Boards 9 February 2010 12:56 UTC www.managementhelp.org [Source type: FILTERED WITH BAYES]

^ Interested persons wishing to communicate directly with the Board of Directors or the non-management directors, individually or as a group, may do so by sending written communications addressed to them to the following address.
  • Board of Directors - About McDonald's 10 February 2010 12:26 UTC www.aboutmcdonalds.com [Source type: FILTERED WITH BAYES]

.The role and responsibilities of a board of directors vary depending on the nature and type of business entity and the laws applying to the entity (see types of business entity).^ The members of a Board of Directors are paid in cash and/or stock , meet several times each year, and assume legal responsibility for corporate activities .

^ T he primary role of the AMA Board of Directors is to provide strategic guidance, direction and advice for the association and to provide fiduciary oversight to protect the business property of the association.
  • Board of Directors - American Marketing Association 10 February 2010 12:26 UTC www.marketingpower.com [Source type: General]

^ Accordingly, the Board of Directors no longer had the power or duty to manage, direct, or oversee the business and affairs of Fannie Mae.
  • Corporate Governance: Board of Directors 9 February 2010 12:56 UTC www.fanniemae.com [Source type: News]

.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).^ He has served as a member of the board of a number of publicly traded and private companies.
  • Board of Directors: AAS Leadership 10 February 2010 12:26 UTC www.suicidology.org [Source type: Academic]

^ She is an active member of the Denver non-profit and business communities.
  • Board of Directors | There With Care 10 February 2010 12:26 UTC www.therewithcare.org [Source type: General]

^ Schechter is also a board member of several private companies and not for profit organizations.
  • Board of Directors - Interactive Marketing, Campaign Management, Web Analytics - Unica 10 February 2010 12:26 UTC www.unica.com [Source type: News]

.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.^ Past member of the Board of Directors of the VSCPA: Past chairman and member of numerous VSCPA committees; Past treasurer of the Northern Piedmont Estate Planning Council; Past Instructor and Facilitator - Central Virginia Small Business Development Council; Practice concentration - Estate and trust planning, taxation and administration; construction contractor accounting and auditing; income taxation for individuals, partnerships, limited liability companies and corporations .
  • Board of Directors - About Us - Culpeper State Theatre 10 February 2010 12:26 UTC www.culpepertheatre.org [Source type: FILTERED WITH BAYES]

^ B.J. co-founded California Digital in 1994 and also set up India’s first Linux only company, California Digital India Private Limited, as a wholly owned subsidiary in 1999.
  • Librato Board of Directors: B.J. Arun, John W. Jarve, Mark Leslie, Ameet Patel, Fred van den Bosch 10 February 2010 12:26 UTC www.librato.com [Source type: News]

^ In accordance with its corporate by-laws, the business and affairs of the Association are managed by a board of directors consisting of member company representatives.
  • Board of Directors « DirectEmployers Association 10 February 2010 12:26 UTC www.directemployers.org [Source type: News]

.Much of what has been written about boards of directors relate to boards of directors of business entities actively traded on public markets.^ She has an extensive background in public relations and marketing.
  • APNA Board of Directors - Association of Premier Nanny Agencies promotes best business practices in all areas of the nanny placement in home childcare and estate and household staffing industries. 9 February 2010 12:56 UTC www.theapna.org [Source type: News]

^ Board of Directors More events Publications .
  • http://www.eib.org/about/structure/governance/board_of_directors/index.htm 10 February 2010 12:26 UTC www.eib.org [Source type: FILTERED WITH BAYES]

^ Home > about servus > board of directors .
  • Servus Credit Union - board of directors 10 February 2010 12:26 UTC www.servuscu.ca [Source type: FILTERED WITH BAYES]

[6] .More recently, however, material is becoming available for boards of private and closely held businesses including family businesses.^ The Epilepsy Foundation Northwest Board of Directors is composed of business and health care professionals, people with epilepsy, family members of people with epilepsy and generally interested individuals.
  • Board of Directors | Epilepsy Foundation Northwest 10 February 2010 12:26 UTC www.epilepsynw.org [Source type: General]

^ Character Training Institute, Inc., a non-profit 501(c)(3) organization dedicated to providing materials and training for families, schools, businesses, and other organizations interested in building good character.
  • Board of Directors 10 February 2010 12:26 UTC www.kimray.com [Source type: FILTERED WITH BAYES]

^ Board workshops can be open to the public, however, some workshops may be closed.
  • The Sault Tribe of Chippewa Indians Official Web Site - Board of Directors 9 February 2010 12:56 UTC www.saulttribe.com [Source type: General]

[7]

History

.The development of a separate board of directors to manage the company has occurred incrementally and indefinitely over legal history.^ Giannuzzi sits on the Board of Directors of each company.

^ He was elected to the Board of Directors of the Company in 1998.
  • Board of Directors 10 February 2010 12:26 UTC www.nfais.org [Source type: Academic]

^ Interested persons wishing to communicate directly with the Board of Directors or the non-management directors, individually or as a group, may do so by sending written communications addressed to them to the following address.
  • Board of Directors - About McDonald's 10 February 2010 12:26 UTC www.aboutmcdonalds.com [Source type: FILTERED WITH BAYES]

.Until the end of the nineteenth century, it seems to have been generally assumed that the general meeting (of all shareholders) was the supreme organ of the company, and the board of directors was merely an agent of the company subject to the control of the shareholders in general meeting.^ TransCanada’s Board of Directors are elected each year at the Annual Meeting of Shareholders.
  • TransCanada - About TransCanada - Corporate Governance - Board of Directors 9 February 2010 12:56 UTC www.transcanada.com [Source type: Academic]

^ Meet the 2009-2010 Board of Directors .
  • Meet the 2009-2010 Board of Directors 9 February 2010 12:56 UTC www.jlocc.org [Source type: General]

^ All Board meetings are open to the public.
  • Western Municipal Water District - Board of Directors 10 February 2010 12:26 UTC www.wmwd.com [Source type: FILTERED WITH BAYES]

[8]
.By 1906, however, the English Court of Appeal had made it clear in the decision of Automatic Self-Cleansing Filter Syndicate Co v Cunningham [1906] 2 Ch 34 that the division of powers between the board and the shareholders in general meaning depended upon the construction of the articles of association and that, where the powers of management were vested in the board, the general meeting could not interfere with their lawful exercise.^ The STANY Board manages the Association's business affairs according to the By-laws.
  • Board of Directors 10 February 2010 12:26 UTC www.stany.org [Source type: News]

^ From the full board, committees are chosen to work with the board and statewide management team to develop policies and set direction for the association.

^ The five member Board of Directors comprise the governing body of the District and are responsible to the members of the public of his or her division, and to the general public within the District, for proper conduct of District affairs.
  • Western Municipal Water District - Board of Directors 10 February 2010 12:26 UTC www.wmwd.com [Source type: FILTERED WITH BAYES]

.The articles were held to constitute a contract by which the members had agreed that "the directors and the directors alone shall manage."^ The following processes maintain objectivity and independence in the appointment and removal of members of the Board of Directors and Management Committee and staff in the Senior Management Cadre, and in the setting of their remuneration.
  • http://www.eib.org/about/structure/governance/board_of_directors/index.htm 10 February 2010 12:26 UTC www.eib.org [Source type: FILTERED WITH BAYES]

^ Garry has held the position of Managing Director of Kaspersky Lab Eastern Europe, Middle East and Africa (EEMEA) since January 2008.

^ Prior to joining Sherbrooke Capital, Giannuzzi was Managing Director and Group Head at BankBoston and a member of the Board of Directors and the Investment Committee of BancBoston Capital, a $1.5 billion equity fund.

[9]
.The new approach did not secure immediate approval, but it was endorsed by the House of Lords in Quin & Axtens v Salmon [1909] AC 442 and has since received general acceptance.^ For 26 years, Lord Owen was a member of the British Parliament and since 1992 a member of the House of Lords.

^ Sarah A. Miller Executive Director and General Counsel ABA Securities Association Ms. Miller has been a non-industry director of ISE since 2003.
  • International Securities Exchange, LLC. :: About ISE :: Board of Directors 9 February 2010 12:56 UTC www.ise.com [Source type: News]

^ Chairman of the Board Patricia A. Madrid Former Attorney General of New Mexico Patricia Madrid has served as MALDEF's Chairman of the Board since 2008.
  • MALDEF: Board of Directors 10 February 2010 12:26 UTC maldef.org [Source type: News]

.Under English law, successive versions of Table A 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.^ Senior management from some of the Commonwealth's most prominent technology companies, and academic and research communities are represented on MTC's Board of Directors.
  • MTC Board of Directors 10 February 2010 12:26 UTC www.masstech.org [Source type: Academic]

^ After being a candidate for U.S. Congress, he opened his own law practice in Washington, D.C., in 1978, until his return to Long Island in 1983 where he is a Director of Tilles Investment Companies.
  • National Board for Professional Teaching Standards: Board of Directors 10 February 2010 12:26 UTC www.nbpts.org [Source type: FILTERED WITH BAYES]

^ Accordingly, the Board of Directors no longer had the power or duty to manage, direct, or oversee the business and affairs of Fannie Mae.
  • Corporate Governance: Board of Directors 9 February 2010 12:56 UTC www.fanniemae.com [Source type: News]

The modern doctrine was expressed in Shaw & Sons (Salford) Ltd v Shaw [1935] 2 KB 113 by Greer LJ as follows:
"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 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."
.It has been remarked that this development in the law was somewhat surprising at the time, as the relevant provisions in Table A (as it was then) seemed to contradict this approach rather than to endorse it.^ Rather than moving forward without adequate time to address the concerns raised by Mobile Med, the Committee and the Chair felt it advisable to table action on the Committee recommendations until the April meeting.

[10]

Election and removal

.In most legal systems, the appointment and removal of directors is voted upon by the shareholders in general meeting.^ The following processes maintain objectivity and independence in the appointment and removal of members of the Board of Directors and Management Committee and staff in the Senior Management Cadre, and in the setting of their remuneration.
  • http://www.eib.org/about/structure/governance/board_of_directors/index.htm 10 February 2010 12:26 UTC www.eib.org [Source type: FILTERED WITH BAYES]

^ TransCanada’s Board of Directors are elected each year at the Annual Meeting of Shareholders.
  • TransCanada - About TransCanada - Corporate Governance - Board of Directors 9 February 2010 12:56 UTC www.transcanada.com [Source type: Academic]

^ The President of the Management Committee or, in his absence, one of the Vice-Presidents, shall preside over meetings of the Board of Directors but shall not vote.
  • http://www.eib.org/about/structure/governance/board_of_directors/index.htm 10 February 2010 12:26 UTC www.eib.org [Source type: FILTERED WITH BAYES]

[11]
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).^ Niehaus is a director of Director of Heartland Payment Systems, EXCO Resources, Knight Energy, FCC Holdings and a number of other portfolio companies.
  • Acumen Fund | Board of Directors 10 February 2010 12:26 UTC www.acumenfund.org [Source type: Academic]

^ Stockholders and other interested persons may communicate any concerns they may have regarding Newell Rubbermaid Inc.
  • :: Board of Directors :: 10 February 2010 12:26 UTC newellrubbermaid.com [Source type: FILTERED WITH BAYES]

^ "Some things in life are clearly presented to us so that we may expand a cause for the greater good.
  • Caring for Carcinoid Foundation - Board of Directors 10 February 2010 12:26 UTC caringforcarcinoid.org [Source type: FILTERED WITH BAYES]

.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.^ Rosanne was appointed to the Board of Directors to fill the spot vacated by the resignation of Cindy Chandler.
  • Board of Directors HSMG 10 February 2010 12:26 UTC www.soapguild.org [Source type: General]

^ New Board of Directors appointed for Íslandsbanki .
  • New Board of Directors appointed for Íslandsbanki 10 February 2010 12:26 UTC www.islandsbanki.is [Source type: News]

^ Senior management from some of the Commonwealth's most prominent technology companies, and academic and research communities are represented on MTC's Board of Directors.
  • MTC Board of Directors 10 February 2010 12:26 UTC www.masstech.org [Source type: Academic]

.In practice, it can be quite difficult to remove a director by a resolution in general meeting.^ In 2001, Kim established Byrd Legal Counsel, PA, as a general practice law firm that strives to meet the legal needs of Tampa Bay’s LGBT community.
  • LGBTBAR | Board of Directors 10 February 2010 12:26 UTC lgbtbar.org [Source type: Academic]

^ General meetings of the Board of Directors are typically held on the first and third Tuesday of the month.
  • The Sault Tribe of Chippewa Indians Official Web Site - Board of Directors 9 February 2010 12:56 UTC www.saulttribe.com [Source type: General]

.In many legal systems the director has a right to receive special notice of any resolution to remove him;[12] the company must often supply a copy of the proposal to the director, who is usually entitled to be heard by the meeting.^ Although Welch Allyn remains family-owned, the company is governed by a board of directors who provide oversight and direction to the overall strategic and operating performance of the company.
  • Welch Allyn Board of Directors 9 February 2010 12:56 UTC www.welchallyn.com [Source type: FILTERED WITH BAYES]

^ The USGBC membership elects representatives from member communities; chapter community directors are elected by the Regional Councils; and the Board may appoint directors who represent special perspectives.
  • Board Members 10 February 2010 12:26 UTC www.usgbc.org [Source type: FILTERED WITH BAYES]

^ Board orientation is training about the organization-specific information in order to be effective particularly as a member of the organization's Board of Directors, for example, about where the Board meets, who's on the Board now, etc.
  • Free Complete Toolkit for Boards 9 February 2010 12:56 UTC www.managementhelp.org [Source type: FILTERED WITH BAYES]

[13] .The director may require the company to circulate any representations that he wishes to make.^ Interested persons wishing to communicate directly with the Board of Directors or the non-management directors, individually or as a group, may do so by sending written communications addressed to them to the following address.
  • Board of Directors - About McDonald's 10 February 2010 12:26 UTC www.aboutmcdonalds.com [Source type: FILTERED WITH BAYES]

^ His history with Aecon, his depth of knowledge of the financial markets and his experience as a director of public companies makes him a valuable addition to the Aecon Board.
  • Board of Directors 9 February 2010 12:56 UTC www.aecon.com [Source type: FILTERED WITH BAYES]

^ Doug Thaxton joined Trust Company of America in May 1990 and currently serves on the board of directors.
  • Board of Directors | Trust Company of America 10 February 2010 12:26 UTC www.trustamerica.com [Source type: News]

[14] .Furthermore, the director's contract of service will usually entitle him to compensation if he is removed, and may often include a generous "golden parachute" which also acts as a deterrent to removal.^ From December 1999 to January 2000, he was an Executive Vice President and a member of the board of directors of GE Capital, the financial services subsidiary of General Electric Corporation.
  • Qualcomm Incorporated - Board of Directors 10 February 2010 12:26 UTC investor.qualcomm.com [Source type: FILTERED WITH BAYES]

^ Elizabeth Butler Steyer worked with Legal Services for Children for twelve years as a Staff Attorney, Managing Attorney, Acting Executive Director and then as the Associate Director.
  • Board of Directors 10 February 2010 12:26 UTC www.lsc-sf.org [Source type: FILTERED WITH BAYES]

^ The groups represented include: gaming, general business, financial industry, air service and motel industries.
  • The Board of Directors of the Reno Sparks Convention and Visitors Authority (RSCVA) 10 February 2010 12:26 UTC www.visitrenotahoe.com [Source type: News]

.In a recent academic study that was published in the Journal of Finance, Drexel University’s LeBow College of Business professors Jie Cai, Jacqueline Garner, and Ralph Walkling, examine how corporate shareholders vote in nearly 2,500 director elections in the United States.^ His expertise is in corporate and business unit strategy, shareholder value maximization, CEO and top management team counseling and agenda development, as well as multiple operations and sales functional areas.
  • Pharos Innovations | Better care coordination should be this simple. 10 February 2010 12:26 UTC www.pharosinnovations.com [Source type: Academic]

^ Carla Kidd joined the Board of Directors in 2010.  A graduate of Smith College and Columbia University School of Business, she has held a variety of corporate management positions in finance and planning.

^ Becca Levin is a recent graduate of American University, Washington College of Law.
  • LGBTBAR | Board of Directors 10 February 2010 12:26 UTC lgbtbar.org [Source type: Academic]

.They find that directors receive lower votes from shareholders when their companies perform poorly, have excess CEO compensation, or have poor shareholder protection.^ Although Welch Allyn remains family-owned, the company is governed by a board of directors who provide oversight and direction to the overall strategic and operating performance of the company.
  • Welch Allyn Board of Directors 9 February 2010 12:56 UTC www.welchallyn.com [Source type: FILTERED WITH BAYES]

^ Posted at 01:56 PM in AIG , American International Group , board of directors , boards , bonus , CEO compensation , directors , executive compensation , incentive compensation , incentives , shareholder value , shareholders , TARP .

^ Members sit on the Association's Board of Directors as volunteers and receive no monetary compensation for their service.
  • Board of Directors 10 February 2010 12:26 UTC www.stany.org [Source type: News]

.They also find that directors receive lower votes when they do not regularly attend board meetings or receive negative recommendations from RiskMetrics (a proxy advisory firm).^ Below are the directors and the boards they serve on.
  • Board of Directors | Mars Institute - To further the scientific study, exploration, and public understanding of Mars 10 February 2010 12:26 UTC www.marsinstitute.info [Source type: Academic]

^ Meet the 2009-2010 Board of Directors .
  • Meet the 2009-2010 Board of Directors 9 February 2010 12:56 UTC www.jlocc.org [Source type: General]

^ Furthermore, in order to broaden the Board of Directors’ professional expertise in certain fields, the Board is able to co-opt a maximum of six experts (three Directors and three Alternates), who participate in the Boardmeetings in an advisory capacity, without voting rights.
  • http://www.eib.org/about/structure/governance/board_of_directors/index.htm 10 February 2010 12:26 UTC www.eib.org [Source type: FILTERED WITH BAYES]

.This evidence suggests that some shareholders express their displeasure with a company by voting against its directors.^ Some of the companies he completed major sales and exchanges were Bell South, Motorola, Goodyear, American Express, Citibank, Proctor & Gamble, Sears, and Duracell.
  • Board of Directors 10 February 2010 12:26 UTC nycotb.com [Source type: News]

^ Mr Wilson was the first chairman of the Fonterra Shareholders’ Council and is the Chairman of SAITL. He is also a member of the Institute of Directors and holds a certificate in Company Direction.
  • Board of Directors 10 February 2010 12:26 UTC www.fonterra.com [Source type: FILTERED WITH BAYES]

^ Our diverse and experienced Board of Directors provides ongoing counsel and oversight while ensuring the company adds value and acts in the best interests of its shareholders.
  • :: Board of Directors :: 10 February 2010 12:26 UTC newellrubbermaid.com [Source type: FILTERED WITH BAYES]

.In addition, they show that companies often improve their corporate governance by removing poison pills or classified boards and by reducing excessive CEO pay after their directors receive low shareholder support.^ A corporation, whether for-profit or nonprofit, is required to have a governing Board of Directors.
  • Free Complete Toolkit for Boards 9 February 2010 12:56 UTC www.managementhelp.org [Source type: FILTERED WITH BAYES]

^ The Administration's attempt to deal with excessive pay is more about procedure than substance and will allow most companies to self-govern .
  • Managing a Board of Directors - BusinessWeek 10 February 2010 12:26 UTC www.businessweek.com [Source type: News]

^ In addition to private and public corporate governance, Meru's board members are veterans of engineering, management and technical sales, giving them the in-depth knowledge and relationships needed to guide the company towards achieving its vision.
  • Meru Networks | Board of Directors 10 February 2010 12:26 UTC www.merunetworks.com [Source type: News]

[15]

Exercise of powers

.The exercise by the board of directors of its powers usually occurs in meetings.^ Meet the 2009-2010 Board of Directors .
  • Meet the 2009-2010 Board of Directors 9 February 2010 12:56 UTC www.jlocc.org [Source type: General]

^ Have attended an informational meeting with the Chairperson of the Board of Directors and Chief Executive Officer of RCU. .
  • Board of Directors 10 February 2010 12:26 UTC www.rcu.org [Source type: FILTERED WITH BAYES]

^ Meet the 2009-2010 Junior League of Portland Board of Directors President Keeley Hawkins .

.Most legal systems provide that sufficient notice has to be given to all directors of these meetings, and that a quorum must be present before any business may be conducted.^ Any other Business to come before the meeting?

^ He is regularly involved in his clients’ business decisions and is often called upon to provide business and management advice as well as legal analysis.
  • Community Rowing, Inc. |  Board of Directors 10 February 2010 12:26 UTC www.communityrowing.org [Source type: FILTERED WITH BAYES]

^ These Committees are chaired by Directors but PLT supporters may apply to serve on most committees.

.Usually a meeting which is held without notice having been given is still valid so long as all of the directors attend, but it has been held that a failure to give notice may negate resolutions passed at a meeting, as the persuasive oratory of a minority of directors might have persuaded the majority to change their minds and vote otherwise.^ Special meetings may be called from time to time by the chairperson or by majority vote of the board of directors.
  • The Sault Tribe of Chippewa Indians Official Web Site - Board of Directors 9 February 2010 12:56 UTC www.saulttribe.com [Source type: General]

^ The NTRCA Board of Directors is comprised of seven (7) members, all residents in good standing who have volunteered and have been elected by a majority vote of the Neighborhood Representatives at an Annual Meeting.
  • New Territory Residential Community Association - Board of Directors 9 February 2010 12:56 UTC www.newterritory.org [Source type: General]

^ On April 1, the GMF held the business portion of the quarterly Board of Directors meeting.
  • Gulf of Mexico Foundation: Board of Directors 10 February 2010 12:26 UTC gulfmex.org [Source type: Academic]

[16]
.In most common law countries, the powers of the board are vested in the board as a whole, and not in the individual directors.^ As such there is a board of directors for each country.
  • Board of Directors | Mars Institute - To further the scientific study, exploration, and public understanding of Mars 10 February 2010 12:26 UTC www.marsinstitute.info [Source type: Academic]

^ In accordance with its corporate by-laws, the business and affairs of the Association are managed by a board of directors consisting of member company representatives.
  • Board of Directors « DirectEmployers Association 10 February 2010 12:26 UTC www.directemployers.org [Source type: News]

^ He has served on the Board of Directors of the New Israel Fund off and on since its inception; his most recent term starting in January 2002.
  • Board of Directors| New Israel Fund 10 February 2010 12:26 UTC www.nif.org [Source type: News]

[17] .However, in instances an individual director may still bind the company by his acts by virtue of his ostensible authority (see also: the rule in Turquand's Case).^ Interested persons wishing to communicate directly with the Board of Directors or the non-management directors, individually or as a group, may do so by sending written communications addressed to them to the following address.
  • Board of Directors - About McDonald's 10 February 2010 12:26 UTC www.aboutmcdonalds.com [Source type: FILTERED WITH BAYES]

^ He previously served as a director of the Company from March 1999 to May 2005.
  • Investor Relations | Integra LifeSciences | Board of Directors 10 February 2010 12:26 UTC investor.integra-ls.com [Source type: News]

^ Fish was first elected a director of the Company in May 2008 .
  • Tiffany & Co. - Board of Directors 10 February 2010 12:26 UTC investor.tiffany.com [Source type: News]

Duties

See also: Fiduciary duties
.Because directors exercise control and management over the company, but companies are run (in theory at least) for the benefit of the shareholders, the law imposes strict duties on directors in relation to the exercise of their duties.^ After being a candidate for U.S. Congress, he opened his own law practice in Washington, D.C., in 1978, until his return to Long Island in 1983 where he is a Director of Tilles Investment Companies.
  • National Board for Professional Teaching Standards: Board of Directors 10 February 2010 12:26 UTC www.nbpts.org [Source type: FILTERED WITH BAYES]

^ Agrina Mussa , (Director, FINCA Malawi) is the High Commissioner of Malawi to South Africa and the Managing Director of Classic Designs Limited, a hosiery manufacturing company.
  • Board of Directors-FINCA International 9 February 2010 12:56 UTC www.villagebanking.org [Source type: FILTERED WITH BAYES]

^ He is a co-founder and managing director of C&G Capital and Management, LLC, which provides capital and management to health, medical and nutritional products and services companies.
  • Tiffany & Co. - Board of Directors 10 February 2010 12:26 UTC investor.tiffany.com [Source type: News]

.The duties imposed upon directors are fiduciary duties, similar in nature to those that the law imposes on those in similar positions of trust: agents and trustees.^ Established in 1988, this qualified charitable Foundation was originally formed to provide financial support to the families of law enforcement officers killed in action, and those agents and their families suffering from serious illness or recovering from natural disasters.
  • Board of Directors 10 February 2010 12:26 UTC nycotb.com [Source type: News]

^ His trustee/fiduciary duties have included Town of Winchester, Winchester Unitarian Universalist Society, and other Winchester organizations, particularly in youth sports, as well as for Community Rowing.
  • Community Rowing, Inc. |  Board of Directors 10 February 2010 12:26 UTC www.communityrowing.org [Source type: FILTERED WITH BAYES]

^ However, companies should also have to disclose their reasoning if they have combined the roles of CEO and Chair of the Board and NOT created the position of lead independent director (or a similar position).

In relation to director's duties generally, two points should be noted:
.
  1. the duties of the directors are several (as opposed to the exercise by the directors of their powers, which must be done jointly); and
  2. the duties are owed to the company itself, and not to any other entity.^ Wildeboer is also a director or officer of several other public and private companies, including several charitable donations.
    • Board of Directors 9 February 2010 12:56 UTC www.aecon.com [Source type: FILTERED WITH BAYES]

    ^ He is a director of three other public companies: The Principal Financial Group, Covance Inc.
    • Tiffany & Co. - Board of Directors 10 February 2010 12:26 UTC investor.tiffany.com [Source type: News]

    ^ The President-Elect performs other duties as requested by the President, including service as liaison to the program director and ad hoc committees.
    • Board of Directors | ASTD Mid Michigan Chapter 9 February 2010 12:56 UTC www.mm-astd.org [Source type: FILTERED WITH BAYES]

    [18] .This doesn't mean that directors can never stand in a fiduciary relationship to the individual shareholders; they may well have such a duty in certain circumstances.^ His trustee/fiduciary duties have included Town of Winchester, Winchester Unitarian Universalist Society, and other Winchester organizations, particularly in youth sports, as well as for Community Rowing.
    • Community Rowing, Inc. |  Board of Directors 10 February 2010 12:26 UTC www.communityrowing.org [Source type: FILTERED WITH BAYES]

    ^ They can be used as formalized means to get highly focused advice and recommendations about certain topics or even to attend to specific activities, such as researching an issue or overseeing the construction of a facility.
    • Free Complete Toolkit for Boards 9 February 2010 12:56 UTC www.managementhelp.org [Source type: FILTERED WITH BAYES]

    ^ Joint Council, do not receive compensation for their service on the Grievance Board, are not an individual member of Joint Council, are not employed by any Joint Council Member Organization, serve in their individual capacity, and do not represent any organization with which they may be affiliated.
    • Board of Directors 10 February 2010 12:26 UTC www.jcics.org [Source type: FILTERED WITH BAYES]

    [19]

Acting bona fide

Directors must act honestly and bona fide ("in good faith"). The test is a subjective one—the directors must act in "good faith in what they consider—not what the court may consider—is in the interests of the company..."[20] However, the directors may still be held to have failed in this duty where they fail to direct their minds to the question of whether in fact a transaction was in the best interests of the company.[21]
Difficult questions can arise when treating the company too much in the abstract. .For example, it may be for the benefit of a corporate group as a whole for a company to guarantee the debts of a "sister" company,[22] even though there is no ostensible "benefit" to the company giving the guarantee.^ He was Corporate Vice President of Abbott Laboratories (health care products) from October 1989 to May 1992 and Divisional Vice President of that company from May 1984 to October 1989.
  • Boeing: Corporate Governance - Board of Directors 10 February 2010 12:26 UTC www.boeing.com [Source type: News]

^ Mendelson has been President and Chief Executive Officer of the Company’s Flight Support Group since its formation in 1997 and President of HEICO Aerospace Corporation since 1993.
  • Board of Directors | HEICO Corporation.| Hollywood FL. 10 February 2010 12:26 UTC www.heico.com [Source type: News]

^ Hes even been inside the Grand Gallery of the Great Pyramid in Egypt - no night sky there!

.Similarly, conceptually at least, there is no benefit to a company in returning profits to shareholders by way of dividend.^ After completing the turnaround and returning the company to profitability and growth, the company was sold to a Canadian retailer in Dec.
  • National Association of Corporate Directors Seattle-Northwest Chapter 10 February 2010 12:26 UTC www.nacdnw.org [Source type: News]

^ In that role, Bastian guided the company through profit improvement initiatives garnering $5 billion in cost savings and revenue benefits between 2002 and 2004.
  • Board of Directors Brief Bios -- Habitat for Humanity Int'l 10 February 2010 12:26 UTC www.habitat.org [Source type: News]

However, the more pragmatic approach illustrated in the Australian case of Mills v Mills (1938) 60 CLR 150 normally prevails:
"[directors are] not required by the law to live in an unreal region of detached altruism and to act in the vague mood of ideal abstraction from obvious facts which must be present to the mind of any honest and intelligent man when he exercises his powers as a director."

"Proper purpose"

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 feather his or her own nest or divert an investment opportunity to a relative, such breaches usually involve a breach of the director's duty to act in good faith.^ After being a candidate for U.S. Congress, he opened his own law practice in Washington, D.C., in 1978, until his return to Long Island in 1983 where he is a Director of Tilles Investment Companies.
  • National Board for Professional Teaching Standards: Board of Directors 10 February 2010 12:26 UTC www.nbpts.org [Source type: FILTERED WITH BAYES]

^ Helms is managing director of Sonata Capital Group, a privately-owned registered investment advisory firm, a position held since June 2000.
  • http://www.abm.com/About-ABM/Pages/Board-of-Directors.aspx 10 February 2010 12:26 UTC www.abm.com [Source type: News]

^ Presently he is serving second term as a Director on the Board of Canara Bank.He has also been involved in various social activities and is Member and Office Bearer of many social organizations.
  • Board of Directors of IFCI Ltd 10 February 2010 12:26 UTC www.ifciltd.com [Source type: Academic]

.Greater difficulties arise where the director, while acting in good faith, is serving a purpose that is not regarded by the law as proper.^ Esther is Co-Founder of the Good Samaritan Fund and currently serves on the board of directors of Women in Community Service.
  • Board of Directors | Echoing Green 10 February 2010 12:26 UTC www.echoinggreen.org [Source type: News]

^ Prior to entering the law, he served as director of the rare books, manuscripts and art collections at Washington University.
  • LGBTBAR | Board of Directors 10 February 2010 12:26 UTC lgbtbar.org [Source type: Academic]

^ She previously served as Executive Director of the Project on Medical Liability in Pennsylvania, a research and public education project of Columbia Law School.
  • Board of Directors| New Israel Fund 10 February 2010 12:26 UTC www.nif.org [Source type: News]

.The seminal authority in relation to what amounts to a proper purpose is the Privy Council decision of Howard Smith Ltd v Ampol Ltd [1974] AC 832. The case concerned the power of the directors to issue new shares.^ She was placed in the family division of the court, and hears cases concerning domestic relations.
  • Arab Community Center for Economic and Social Services: Executive_Board_and_Staff 10 February 2010 12:26 UTC www.accesscommunity.org [Source type: FILTERED WITH BAYES]

^ Zimmerman has served as SCANPH's Board president and on numerous boards of directors and working groups concerned with affordable housing and urban planning issues.

^ Sherman was elected in 2000 to the Board of Directors of the New England Benefits Council and in 2008 was elected as its President.
  • Board of Directors | Segal 9 February 2010 12:56 UTC www.segalco.com [Source type: News]

[23] .It was alleged that the directors had issued a large number of new shares purely to deprive a particular shareholder of his voting majority.^ He is an accomplished jury trial attorney and has tried a large number of cases in federal and state courts, including major jury trials in antitrust, patent infringement and securities cases.

^ As Finance Director, he oversees a large number of operational businesses within the CPH Group and its controlled associates.
  • Board of Directors 10 February 2010 12:26 UTC www.cmh.com.au [Source type: News]

^ Burch has served on a number of public and private boards of directors, including seven New York Stock Exchange companies.
  • Board of Directors | Corrections Corporation of America 9 February 2010 12:56 UTC www.correctionscorp.com [Source type: News]

.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.^ After being a candidate for U.S. Congress, he opened his own law practice in Washington, D.C., in 1978, until his return to Long Island in 1983 where he is a Director of Tilles Investment Companies.
  • National Board for Professional Teaching Standards: Board of Directors 10 February 2010 12:26 UTC www.nbpts.org [Source type: FILTERED WITH BAYES]

^ Each Board of Directors is responsible for the conduct of the general operations of its respective institution and each exercises all the powers delegated by the Board of Governors under the Articles of Agreements or the MIGA Convention.
  • Board of Directors 10 February 2010 12:26 UTC web.worldbank.org [Source type: FILTERED WITH BAYES]

^ These matters may involve: rights issues; option agreements; collaboration, producer, writer, and co-production agreements; company formation; private placement equity financing paperwork; production legal agreements; and sales agency and distribution agreements./p> .
  • Board of Directors 10 February 2010 12:26 UTC www.capeusa.org [Source type: General]

[24] If so, the mere fact that an incidental result (even if it was a desired consequence) was that a shareholder lost his 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.
Not all jurisdictions recognised the "proper purpose" duty as separate from the "good faith" duty however.[25]

"Unfettered discretion"

.Directors cannot, without the consent of the company, fetter their discretion in relation to the exercise of their powers, and cannot bind themselves to vote in a particular way at future board meetings.^ Meet the 2009-2010 Board of Directors .
  • Meet the 2009-2010 Board of Directors 9 February 2010 12:56 UTC www.jlocc.org [Source type: General]

^ Meet the 2009-2010 Junior League of Portland Board of Directors President Keeley Hawkins .

^ A director cannot redeem deferred share units until the director ceases to be a member of the Board.
  • TransCanada - About TransCanada - Corporate Governance - Board of Directors 9 February 2010 12:56 UTC www.transcanada.com [Source type: Academic]

[26] This is so even if there is no improper motive or purpose, and no personal advantage to the director.
.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.^ However, it is not only important to determine the best structure for the company and the board “at the time of filing,” as the SEC requests.

^ The board of directors of Hershey Trust Company, with the approval of the board of managers (the governing body) of the Milton Hershey School Trust, decides how funds held by the Milton Hershey School Trust will be invested.

^ Along those lines, the SEC should consider requiring companies to disclose whether or not there is a succession plan in place for board and company leadership.

.The company remains bound, but the directors retain the discretion to vote against taking the future actions (although that may involve a breach by the company of the contract that the board previously approved).^ His history with Aecon, his depth of knowledge of the financial markets and his experience as a director of public companies makes him a valuable addition to the Aecon Board.
  • Board of Directors 9 February 2010 12:56 UTC www.aecon.com [Source type: FILTERED WITH BAYES]

^ WOMMA votes Stuart onto its board of directors and he adds Editorial board responsibilities to his Event council service.
  • WOMMA's Board of Directors 10 February 2010 12:26 UTC womma.org [Source type: News]

^ Ed is now the CEO of ArcScan, an emerging device company and is serving on the Board of Directors of four medical device and biotech companies, both public and private.
  • Colorado BioScience Association | Board of Directors 10 February 2010 12:26 UTC www.cobioscience.com [Source type: Academic]

"Conflict of duty and interest"

.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.^ Brawn is the President of 738831 Alberta Ltd., a private investment company, and has held such position since May 30, 2003.
  • Penn West Energy Trust | About Us | Board of Directors 10 February 2010 12:26 UTC www.pennwest.com [Source type: News]

^ Delon was elected as an outside director to The Segal Company on May 13, 2006.
  • Board of Directors | Segal 9 February 2010 12:56 UTC www.segalco.com [Source type: News]

^ Pennicook held the position of Director of Tourism for Jamaica during the period March 1, 2003 to May 2006.
  • Board of Directors 10 February 2010 12:26 UTC www.vmbs.com [Source type: News]

.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 directors in this regard; and will not allow directors to escape liability by asserting that his decision was in fact well founded.^ He was founding director of the Berkeley Media Studies Group, an organization conducting research and training in the use of media to promote healthy public policies.

^ Prior to founding New View Group, Sam served as the National and Regional Sales Director for three publicly traded companies, the last of which was Hewlett Packard.
  • Board of Directors 9 February 2010 12:56 UTC www.asba.com [Source type: News]

^ She previously served as Executive Director of the Project on Medical Liability in Pennsylvania, a research and public education project of Columbia Law School.
  • Board of Directors| New Israel Fund 10 February 2010 12:26 UTC www.nif.org [Source type: News]

Traditionally, the law has divided conflicts of duty and interest into three sub-categories.

Transactions with the company

.By definition, where a director enters into a transaction with a company, there is a conflict between the director's interest (to do well for himself out of the transaction) and his duty to the company (to ensure that the company gets as much as it can out of the transaction).^ Also of concern, six directors sit on a total of three boards of companies rated by The Corporate Library, calling into question their ability to devote sufficient time to their duties.

^ "Even well-intentioned directors find themselves hopelessly compromised, badly conflicted, and essentially powerless."

^ To explain, a corporation can operate as a separate legal entity, much like a person in that it can own bank accounts, enter into contracts, etc.
  • Free Complete Toolkit for Boards 9 February 2010 12:56 UTC www.managementhelp.org [Source type: FILTERED WITH BAYES]

.This rule is so strictly enforced that, even where the conflict of interest or conflict of duty is purely hypothetical, the directors can be forced to disgorge all personal gains arising from it.^ "Even well-intentioned directors find themselves hopelessly compromised, badly conflicted, and essentially powerless."

In Aberdeen Ry v Blaikie (1854) 1 Macq HL 461 Lord Cranworth stated in his judgment that:
"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, or can have, a personal interest conflicting or which possibly may conflict, 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..."^ To explain, a corporation can operate as a separate legal entity, much like a person in that it can own bank accounts, enter into contracts, etc.
  • Free Complete Toolkit for Boards 9 February 2010 12:56 UTC www.managementhelp.org [Source type: FILTERED WITH BAYES]

(emphasis added)
.However, in many jurisdictions the members of the company are permitted to ratify transactions which would otherwise fall foul of this principle.^ James D. Cashion, Director Mr. Cashion is an active member of his community and principle of Cashion, Go & Company, LLP and Cashion Consulting, Inc.
  • Board of Directors 10 February 2010 12:26 UTC www.schdc.org [Source type: FILTERED WITH BAYES]

^ Surprisingly, there are many US companies which fall into this category.

It is also largely accepted in most jurisdictions that this principle should be capable of being abrogated in the company's constitution.
.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.^ He assists directors, producers, production companies, screenwriters, composers, actors, and others with transactional matters related to film, television, and other forms of entertainment.
  • Board of Directors 10 February 2010 12:26 UTC www.capeusa.org [Source type: General]

[27]

Use of corporate property, opportunity, or information

.Directors must not, without the informed consent of the company, use for their own profit the company's assets, opportunities, or information.^ After being a candidate for U.S. Congress, he opened his own law practice in Washington, D.C., in 1978, until his return to Long Island in 1983 where he is a Director of Tilles Investment Companies.
  • National Board for Professional Teaching Standards: Board of Directors 10 February 2010 12:26 UTC www.nbpts.org [Source type: FILTERED WITH BAYES]

^ (The information pertaining to the board of directors reflects the 2009 Proxy Statement and any company announcements regarding any director joining or leaving the board since that Proxy Statement.
  • IBM Investor relations - Corporate governance | Board of directors 10 February 2010 12:26 UTC www.ibm.com [Source type: Reference]

^ He was President of Deltec Securities Corporation from 1988 until it was converted into Deltec Asset Management LLC. Mr. Gordon has been a director of the Company since 1988.
  • Board of Directors 10 February 2010 12:26 UTC www.anadarko.com [Source type: Academic]

.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.^ The Administration's attempt to deal with excessive pay is more about procedure than substance and will allow most companies to self-govern .
  • Managing a Board of Directors - BusinessWeek 10 February 2010 12:26 UTC www.businessweek.com [Source type: News]

^ He has completed more than $25 billion worth of acquisition transactions of technology companies and financial institutions.
  • MITX - About MITX - Board of Directors 9 February 2010 12:56 UTC www.mitx.org [Source type: News]

In Regal (Hastings) Ltd v Gulliver [1942] All ER 378 the House of Lords, in upholding what was regarded as a wholly unmeritorious claim by the shareholders,[28] held that:
"(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."
.And accordingly, the directors were required to disgorge the profits that they made, and the shareholders received their windfall.^ A corporation, whether for-profit or nonprofit, is required to have a governing Board of Directors.
  • Free Complete Toolkit for Boards 9 February 2010 12:56 UTC www.managementhelp.org [Source type: FILTERED WITH BAYES]

.The decision has been followed in several subsequent cases,[29] and is now regarded as settled law.^ He has written several books and many articles and his book, The Partition of Palestine: Decision Crossroads in the Zionist Movement (SUNY Press, 1995) is regarded as a milestone on the subject.
  • Board of Directors| New Israel Fund 10 February 2010 12:26 UTC www.nif.org [Source type: News]

Competing with the company

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.^ He is dedicated to making Directors Investment Group (FDLIC's parent company) and its subsidiaries the best in the industry, and the best they can be.

^ He assists directors, producers, production companies, screenwriters, composers, actors, and others with transactional matters related to film, television, and other forms of entertainment.
  • Board of Directors 10 February 2010 12:26 UTC www.capeusa.org [Source type: General]

^ Hopefully, under these new rules, companies would discuss any leadership structure they have, and not limit the discussion to whether they have separated the role of CEO and Chair.

Common law duties of care and skill

.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.^ Non-executive Director .
  • Board of Directors - About Shell 9 February 2010 12:56 UTC www.shell.com [Source type: News]

^ He was a Non‑executive Director of Shell Transport from 2001 to 2005.
  • Board of Directors - About Shell 9 February 2010 12:56 UTC www.shell.com [Source type: News]

^ A graduate of the University of Utah in Political Science, Christin pursued a career in philanthropy as the Executive Director of the Ouelessebougou-Utah Alliance.

In Re City Equitable Fire Insurance Co [1925] Ch 407, it was expressed in purely subjective terms, where the court held that:
"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 his knowledge and experience." (emphasis added)
.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 complain.^ In nonprofits, Board members and leaders should not approach recruitment and selection as if they are somehow lucky just to get Board members who will show up at Board meetings.
  • Free Complete Toolkit for Boards 9 February 2010 12:56 UTC www.managementhelp.org [Source type: FILTERED WITH BAYES]

^ Any public shareholder considering buying stock in any controlled company such as The Hershey Company should be fully aware and watchful of such internal dynamics, as they can have a significant impact on the company’s fortunes, with little or no regard for the interests of the public minority.

^ Agendas should include 1) strategic topics to address in that meeting, 2) specification of how each topic is to be addressed in that meeting (for example, to make a decision, assign further research, etc.
  • Free Complete Toolkit for Boards 9 February 2010 12:56 UTC www.managementhelp.org [Source type: FILTERED WITH BAYES]

.However, a more modern approach has since developed, and in Dorchester Finance Co v Stebbing [1989] BCLC 498 the court held that the rule in Equitable Fire related only to skill, and not to diligence.^ Wilson has more than 23 years of experience in affordable housing finance, development, community development, and urban redevelopment.

^ Brown has represented developers and lending institutions in numerous large energy project financings, related contractual and business matters and administrative proceedings throughout the country.
  • NECA - Northeast Energy & Commerce Association 10 February 2010 12:26 UTC www.necanews.org [Source type: FILTERED WITH BAYES]

^ Mr van der Heyden currently serves on Fonterra’s Audit, Finance and Risk Committee, and is Chairman of the Appointments, Remuneration and development Committee and External Relations Group.
  • Board of Directors 10 February 2010 12:26 UTC www.fonterra.com [Source type: FILTERED WITH BAYES]

With respect to diligence, what was required was:
"such care as an ordinary man might be expected to take on his own behalf."
This was a dual subjective and objective test, and one deliberately pitched at a higher level.
.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 Companies Act 2006 have been codified on this basis.^ He has served on the Board of Directors of the New Israel Fund off and on since its inception; his most recent term starting in January 2002.
  • Board of Directors| New Israel Fund 10 February 2010 12:26 UTC www.nif.org [Source type: News]

^ Ed is now the CEO of ArcScan, an emerging device company and is serving on the Board of Directors of four medical device and biotech companies, both public and private.
  • Colorado BioScience Association | Board of Directors 10 February 2010 12:26 UTC www.cobioscience.com [Source type: Academic]

^ Aliberti was also Regional General Manager for The William Lyon Property Management Company, where he was actively involved in the lease up of over 2,000 new construction units and rehabilitation of fee management properties.
  • Board of Directors 10 February 2010 12:26 UTC www.schdc.org [Source type: FILTERED WITH BAYES]

[30] .More recently, it has been suggested that both the tests of skill and diligence should be assessed objectively and subjectively and in the United Kingdom the statutory provisions in the new Companies Act 2006 reflect this.^ The effects of this enhancement in core operating principles can be seen in the recent improvements in both the operating and financial results reported by the Company.
  • Board of Directors « NAFO (National Alliance of Forest Owners) 10 February 2010 12:26 UTC nafoalliance.org [Source type: FILTERED WITH BAYES]

^ Since 1995, he has led the company in the development of new systems for more cost-effective management, a reinvention of its business model, and the expansion of RMS’s board of directors.
  • Board of Directors « NAFO (National Alliance of Forest Owners) 10 February 2010 12:26 UTC nafoalliance.org [Source type: FILTERED WITH BAYES]

^ The company appears to offer more benefits for multiple week owners for both exchanging and staying at their home resorts.

[30]

Remedies for breach of duty

In most jurisdictions, the law provides for a variety of remedies in the event of a breach by the directors of their duties:
  1. injunction or declaration
  2. damages or compensation
  3. restoration of the company's property
  4. rescission of the relevant contract
  5. account of profits
  6. summary dismissal

The future

.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 financial benefit of the company.^ He also serves as a member of Sepracor’s board of directors.
  • Amylin Pharmaceuticals » Board of Directors 10 February 2010 12:26 UTC www.amylin.com [Source type: Academic]

^ The ISE Board of Directors has three members.
  • International Securities Exchange, LLC. :: About ISE :: Board of Directors 9 February 2010 12:56 UTC www.ise.com [Source type: News]

^ All members of the Board of Directors are: .
  • Caring for Carcinoid Foundation - Board of Directors 10 February 2010 12:26 UTC caringforcarcinoid.org [Source type: FILTERED WITH BAYES]

.However, more recently there have been attempts to "soften" the position, and provide for more scope for directors to act as good corporate citizens.^ See Board of Directors Position Description and Board Meetings for more information.
  • OLT Board of Directors 10 February 2010 12:26 UTC olt.org [Source type: FILTERED WITH BAYES]

^ In addition, Mike was also employed by Citizens Energy Corporation and Atlantic Richfield Company (currently part of BP) in energy marketing, trading, operation and analytical positions.
  • NECA - Northeast Energy & Commerce Association 10 February 2010 12:26 UTC www.necanews.org [Source type: FILTERED WITH BAYES]

.For example, in the United Kingdom, the Companies Act 2006 requires directors of companies "to promote the success of the company for the benefit of its members as a whole", but sets out six factors to which a director must have regards in fulfilling the duty to promote success.^ Mr Wilson was the first chairman of the Fonterra Shareholders’ Council and is the Chairman of SAITL. He is also a member of the Institute of Directors and holds a certificate in Company Direction.
  • Board of Directors 10 February 2010 12:26 UTC www.fonterra.com [Source type: FILTERED WITH BAYES]

^ James D. Cashion, Director Mr. Cashion is an active member of his community and principle of Cashion, Go & Company, LLP and Cashion Consulting, Inc.
  • Board of Directors 10 February 2010 12:26 UTC www.schdc.org [Source type: FILTERED WITH BAYES]

^ In addition to the Company, Bill serves as a member of the Board of Directors of Wavelink Corp.
  • About Fios: Board of Directors | Fios, inc. 10 February 2010 12:26 UTC www.fiosinc.com [Source type: News]

These are:
  • the likely consequences of any decision in the long term
  • the interests of the company’s employees
  • the need to foster the company’s business relationships with suppliers, customers and others
  • the impact of the company’s operations on the community and the environment
  • the desirability of the company maintaining a reputation for high standards of business conduct, and
  • the need to act fairly as between members of a company
.This represents a considerable departure from the traditional notion that directors' duties are owed only to the company.^ Managing Director , The Jordan, Edmiston Group David Clark, a Managing Director with JEGI, provides M&A advisory services to traditional and technology-enabled marketing services companies.
  • MITX - About MITX - Board of Directors 9 February 2010 12:56 UTC www.mitx.org [Source type: News]

.Previously in the United Kingdom, under the Companies Act 1985, protections for non-member stakeholders were considerably more limited (see e.g.^ Click on the Members to see if you are listed under your company.
  • NECA - Northeast Energy & Commerce Association 10 February 2010 12:26 UTC www.necanews.org [Source type: FILTERED WITH BAYES]

^ Roy is the Principal of Irwin Insurance & Investments, LLC, a company that sees its role as acting as your advocate by helping you make conscious decisions with respect to protecting yourself, your family, and your business while pursuing financial security.
  • Board of Directors 9 February 2010 12:56 UTC www.asba.com [Source type: News]

^ Hopefully, under these new rules, companies would discuss any leadership structure they have, and not limit the discussion to whether they have separated the role of CEO and Chair.

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.[31]

Failures

.While the primary responsibility of boards is to ensure that the corporation's management is performing its job correctly, actually achieving this in practice can be difficult.^ Ian coordinates the company's Corporate Responsibility and Environmental strategy worldwide covering a wide range of areas from community and stakeholder engagement to global Environmental Management Systems.
  • Gulf of Mexico Foundation: Board of Directors 10 February 2010 12:26 UTC gulfmex.org [Source type: Academic]

^ Prior to joining JEGI, he was a Managing Director at Deloitte & Touche Corporate Finance and a senior member of Deloitte's global TMT (Technology, Media & Telecom) industry practice.
  • MITX - About MITX - Board of Directors 9 February 2010 12:56 UTC www.mitx.org [Source type: News]

^ The following links give more information about the roles and responsibilities of Boards and Board members, including job descriptions for each of the common positions on a Board.
  • Free Complete Toolkit for Boards 9 February 2010 12:56 UTC www.managementhelp.org [Source type: FILTERED WITH BAYES]

.In a number of "corporate scandals" of the 1990s, one notable feature revealed in subsequent investigations is that boards were not aware of the activities of the managers that they hired, and the true financial state of the corporation.^ The New York State Board of Regents is responsible for the general supervision of all educational activities in the state - presiding over The University and the New York State Education Department.
  • National Board for Professional Teaching Standards: Board of Directors 10 February 2010 12:26 UTC www.nbpts.org [Source type: FILTERED WITH BAYES]

^ Ronald L. Davis, Legislative Representative, General Manager = s Group, reported on state and federal funding issues and the activities of the state legislature which concluded on August 31, 1998.
  • Board of Director's Agenda Minutes: 10 February 2010 12:26 UTC cf.valleywater.org [Source type: Academic]

^ David E. Gazave, President, Employee = s Association, stated that the association felt they should be involved in the program and that the association had proposed a joint labor-management oversight committee for the program.
  • Board of Director's Agenda Minutes: 10 February 2010 12:26 UTC cf.valleywater.org [Source type: Academic]

A number of factors may be involved in this tendency:
.
  • Most boards largely rely on management to report information to them, thus allowing management to place the desired 'spin' on information, or even conceal or lie about the true state of a company.
  • Boards of directors are part-time bodies, whose members meet only occasionally and may not know each other particularly well.^ Members of the Board do their work, primarily in their Board meetings.
    • Free Complete Toolkit for Boards 9 February 2010 12:56 UTC www.managementhelp.org [Source type: FILTERED WITH BAYES]

    ^ Many times, Board members do not know what they do not know about their own Board.
    • Free Complete Toolkit for Boards 9 February 2010 12:56 UTC www.managementhelp.org [Source type: FILTERED WITH BAYES]

    ^ About asba Board of Directors .
    • Board of Directors 9 February 2010 12:56 UTC www.asba.com [Source type: News]

    .This unfamiliarity can make it difficult for board members to question management.
  • CEOs tend to be rather forceful personalities.^ Feel free to contact a board member with a question, concern or comment that would be helpful to the organization.
    • Board of Directors 10 February 2010 12:26 UTC www.stany.org [Source type: News]

    ^ This author realized years ago that the best way to keep good Board members is to make sure they have something to do -- and the best way to get rid of bad Board members is to make sure they have something to do.
    • Free Complete Toolkit for Boards 9 February 2010 12:56 UTC www.managementhelp.org [Source type: FILTERED WITH BAYES]

    ^ Board members expressed appreciation for this presentation and followed up with questions about several issues, including: • The number of children eligible for but not enrolled in Care for Kids.

    .In some cases, CEOs are accused of exercising too much influence over the company's board.
  • Directors may not have the time or the skills required to understand the details of corporate business, allowing management to obscure problems.
  • The same directors who appointed the present CEO oversee his or her performance.^ The Corporate Library Blog: board of directors .

    ^ A corporation, whether for-profit or nonprofit, is required to have a governing Board of Directors.
    • Free Complete Toolkit for Boards 9 February 2010 12:56 UTC www.managementhelp.org [Source type: FILTERED WITH BAYES]

    ^ As president, Bastian and his team oversee and coordinate the Company’s strategy from network planning and revenue management to sales, marketing and business development.
    • Board of Directors Brief Bios -- Habitat for Humanity Int'l 10 February 2010 12:26 UTC www.habitat.org [Source type: News]

    .This makes it difficult for some directors to dispassionately evaluate the CEO's performance.
  • Directors often feel that a judgment of a manager, particularly one who has performed well in the past, should be respected.^ Board orientation is training about the organization-specific information in order to be effective particularly as a member of the organization's Board of Directors, for example, about where the Board meets, who's on the Board now, etc.
    • Free Complete Toolkit for Boards 9 February 2010 12:56 UTC www.managementhelp.org [Source type: FILTERED WITH BAYES]

    ^ He feels it is more than simply a job…that being a funeral director is a calling to help one's fellow man.

    ^ Harper feels that funeral service is a ministry to others and that as a funeral director, he is able to help a family carry some of the burden of grief during a time of need.

    This can be quite legitimate, but poses problems if the manager's judgment is indeed flawed.
  • All of the above may contribute to a culture of "not rocking the boat" at board meetings.
.Because of this, the role of boards in corporate governance, and how to improve their oversight capability, has been examined carefully in recent years, and new legislation in a number of jurisdictions, and an increased focus on the topic by boards themselves, has seen changes implemented to try and improve their performance.^ He served as a board examiner for three years.

^ He has served on the Board of Directors of the New Israel Fund off and on since its inception; his most recent term starting in January 2002.
  • Board of Directors| New Israel Fund 10 February 2010 12:26 UTC www.nif.org [Source type: News]

^ Jim has won a number of industry awards including the AC Cameron Award, 2002 Nuffield Scholarship, Sharemilker of the Year and the Dairy Exporter Primary Performer Award.
  • Board of Directors 10 February 2010 12:26 UTC www.fonterra.com [Source type: FILTERED WITH BAYES]

Sarbanes-Oxley Act

.In the United States, the Sarbanes-Oxley Act (SOX) has introduced new standards of accountability on the board of directors for U.S. companies or companies listed on U.S. stock exchanges.^ He is honored to serve on the Board of Directors and proud to be a part of completing the mission of this Company.

^ In July 2006, on behalf of SIPC, Mr. Bucelo became the first Cuban-American to ring the closing bell of the New York Stock Exchange (NYSE).
  • Board of Directors 10 February 2010 12:26 UTC www.schdc.org [Source type: FILTERED WITH BAYES]

^ He serves on the board of directors of the Massachusetts Innovation & Technology Exchange (MITX), the largest technology non-profit in New England, and on the advisory board of the Nantucket Conference.
  • MITX - About MITX - Board of Directors 9 February 2010 12:56 UTC www.mitx.org [Source type: News]

.Under the Act members of the board risk large fines and prison sentences in the case of accounting crimes.^ Don't wait until new members have learned more about the Board -- that's like waiting until you feel fine before seeing the doctor.
  • Free Complete Toolkit for Boards 9 February 2010 12:56 UTC www.managementhelp.org [Source type: FILTERED WITH BAYES]

^ John Waller joined the Fonterra Board of Directors in February 2009, chairs the Fair Value Share Review Committee and is a member of the Audit and Risk committee.
  • Board of Directors 10 February 2010 12:26 UTC www.fonterra.com [Source type: FILTERED WITH BAYES]

^ Flom is also a member of the Board of Directors of Families Against Mandatory Minimums, an organization which aims to abolish mandatory drug sentencing.
  • LEGAL ACTION CENTER 9 February 2010 12:56 UTC lac.org [Source type: FILTERED WITH BAYES]

Internal control is now the direct responsibility of directors. .This means that the vast majority of public companies now have hired internal auditors to ensure that the company adheres to the highest standards of internal controls.^ However, a public shareholder interested in buying stock in The Hershey Company must be aware of the influence of the controlling shareholder before making an investment decision.

^ Ed is now the CEO of ArcScan, an emerging device company and is serving on the Board of Directors of four medical device and biotech companies, both public and private.
  • Colorado BioScience Association | Board of Directors 10 February 2010 12:26 UTC www.cobioscience.com [Source type: Academic]

^ Any public shareholder considering buying stock in any controlled company such as The Hershey Company should be fully aware and watchful of such internal dynamics, as they can have a significant impact on the company’s fortunes, with little or no regard for the interests of the public minority.

Additionally, these internal auditors are required by law to report directly to the audit board. .This group consists of board of directors members where more than half of the members are outside the company and one of those members outside the company is an accounting expert.^ She has been serving on the Board of Directors since 2002 and has served as a member of the Delegate Assembly since 1996.
  • Board of Directors 9 February 2010 12:56 UTC www.csba.org [Source type: FILTERED WITH BAYES]

^ He believes that one of the most important things that he does as a funeral service provider and as a board member is serve families to the best of his ability.

^ Lynne is also a member of our volunteer Board of Directors and serves as Secretary Treasurer.
  • Board of directors for the C.H.I.L.D. Foundation 10 February 2010 12:26 UTC www.child.ca [Source type: Academic]

Process

.The process for running a board, sometimes called the Board Process 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 agenda for the meeting, the creation and follow-up of assigned Action Items, and the assessment of the board process through standardized assessments of board members, owners, and CEOs[32].^ Board orientation is training about the organization-specific information in order to be effective particularly as a member of the organization's Board of Directors, for example, about where the Board meets, who's on the Board now, etc.
  • Free Complete Toolkit for Boards 9 February 2010 12:56 UTC www.managementhelp.org [Source type: FILTERED WITH BAYES]

^ A member of HFMA since 1983, Mr. Giniat’s involvement with the Association includes serving on the Strategic Planning Committee (2008-10) and the Board of Directors (2008-11).
  • Board of Directors 10 February 2010 12:26 UTC www.hfma.org [Source type: Academic]

^ Board of Director's Agenda Minutes: Board of Director's Agenda Minutes: October 20, 1998 AMENDED MINUTES SANTA CLARA VALLEY WATER DISTRICT BOARD OF DIRECTORS MEETING (Paragraph numbers coincide with agenda item numbers) .
  • Board of Director's Agenda Minutes: 10 February 2010 12:26 UTC cf.valleywater.org [Source type: Academic]

.The science of this process has been slow to develop due to the secreted nature of the way most companies run their boards, however some standardization is beginning to develop.^ However, it is not only important to determine the best structure for the company and the board “at the time of filing,” as the SEC requests.

^ He led the research and development operations of that company, building research facilities and programs and navigating the regulatory process to bring discoveries to the marketplace.
  • Colorado BioScience Association | Board of Directors 10 February 2010 12:26 UTC www.cobioscience.com [Source type: Academic]

^ Based on its current governance profile, there is much concern regarding the company’s board structure due to its small size (a concern we have had for almost two years), as well as some concern over the company’s executive compensation practices.

.Some who are pushing for this standardization are the National Association of Corporate Directors, McKinsey Consulting and The Board Group.^ The Corporate Library Blog: board of directors .

^ Posted at 01:56 PM in AIG , American International Group , board of directors , boards , bonus , CEO compensation , directors , executive compensation , incentive compensation , incentives , shareholder value , shareholders , TARP .

^ A member of HFMA since 1985, Mr. Rose’s involvement with the National Association includes serving as a Regional Executive (2004-05), on the Regional Executives Council (2008-10), serving as chair 2009-10, on the Board of Directors (2008-11), and on the Executive Committee (2009-11).
  • Board of Directors 10 February 2010 12:26 UTC www.hfma.org [Source type: Academic]

See also

Footnotes

  1. ^ Robert III, Henry M.; William J. Evans, Daniel H. Honemann, Thomas J. Balch (2000-10-01). Robert's Rules of Order Newly Revised. Cambridge, MA: Da Capo Press. ISBN 0-7382-0307-6.  
  2. ^ McNamara, Carter. "Overview of Roles and Responsibilities of Corporate Board of Directors". Free Management Library. Authenticity Consulting, LLC. http://www.managementhelp.org/boards/brdrspon.htm. Retrieved 2008-01-26.  
  3. ^ "Basic Role of the Board". Governance Basics. Institute on Governance (Canada). http://www.iog.ca/boardgovernance/html/gov_the.html. Retrieved 2008-01-27.  
  4. ^ Shareholder democracy | Battling for corporate America | Economist.com
  5. ^ Financial exchanges | Shareholder power | Economist.com
  6. ^ 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 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.
  7. ^ See specifically Tutelman and Hause, The Balance Point: New Ways Business Owners Can Use Boards (2008 Famille Press).
  8. ^ Gower, Principles of Company Law (6th ed.), citing Isle of Wight Railway v Tahourdin (1883) 25 Ch D 320.
  9. ^ Per Cozens-Hardy LJ at 44
  10. ^ See Gower, Principles of Company Law (6th ed.) at 185.
  11. ^ For example, in the United Kingdom, see section 303 of the Companies Act 1985
  12. ^ In the United Kingdom it is 28 days' notice, see sections 303(2) and 379 of the Companies Act 1985
  13. ^ 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.
  14. ^ In the United Kingdom, see sections 303(2) and (3) of the Companies Act 1985
  15. ^ Cai, J., J. L. Garner, and R. A. Walkling, 2009. Electing Directors. Journal of Finance 64 (5), 2387-2419.
  16. ^ See for example Barber's Case (1877) 5 Ch D 963 and Re Portuguese Consolidated Copper Mines (1889) 42 Ch D 160
  17. ^ Breckland Group Holdings Ltd v London and Suffolk Properties [1989] BCLC 100
  18. ^ Percival v Wright [1902] Ch 421
  19. ^ 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 shareholder," Coleman v Myers [1977] 2 NZLR 225
  20. ^ Re Smith & Fawcett Ltd [1942] Ch 304
  21. ^ Re W & M Roith Ltd [1967] 1 WLR 432
  22. ^ That is a company which has the same 100% shareholder
  23. ^ Following Hogg v. Cramphorn Ltd. [1967] Ch 254
  24. ^ Teck Corporation v Millar (1972) 33 DLR (3d) 288
  25. ^ This division was rejected in British Columbia in Teck Corporation v Millar (1972) 33 DLR (3d) 288
  26. ^ Although as Gower points out, as well understood as the rule is, there is a paucity of authority on the point. But see Clark v Workman [1920] 1 Ir R 107 and Dawson International plc v Coats Paton plc 1989 SLT 655
  27. ^ In the United Kingdom, see section 317 of the Companies Act 1985
  28. ^ 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 going concern. 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 share capital 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 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.
  29. ^ Industrial Development Consultants v Cooley [1972] 1 WLR 443 (corporate information), Canadian Aero Service v. O'Malley (1973) 40 DLR (3d) 371 (corporate opportunity) and Boardman v Phipps [1967] 2 AC 46 (corporate opportunity, which again, the company itself had declined to take up)
  30. ^ a b Norman v Theodore Goddard [1991] BCLC 1027
  31. ^ Director's duties
  32. ^ Board Process

External links


Simple English

A board of directors is a group of people. They normally oversee the actions of a corporation or other business. There are laws called bylaws that the board follows. They organize the business, appoint the CEO, organize budgets and take care of financial matters.



Citable sentences

Up to date as of December 22, 2010

Here are sentences from other pages on Board of directors, which are similar to those in the above article.








Got something to say? Make a comment.
Your name
Your email address
Message