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Board of directors - Wikipedia

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Greensburg Hempfield Area Library trustees will meet Tuesday to par with the amount of candidates in the library's previous director search. James is an Executive Director and Co-Founder at JSS Search focusing on developing our offering in the Change, Digital and Data markets. After serving in Her. James McHenry. Director. Director McHenry has previously served in the Executive Office for Immigration Review; he first joined the agency in.

Several specific terms categorize directors by the presence or absence of their other relationships to the organization. Inside directors represent the interests of the entity's stakeholdersand often have special knowledge of its inner workings, its financial or market position, and so on. Typical inside directors are: Other executives of the organization, such as its chief financial officer CFO or executive vice president Large shareholders who may or may not also be employees or officers Representatives of other stakeholders such as labor unions, major lenders, or members of the community in which the organization is located An inside director who is employed as a manager or executive of the organization is sometimes referred to as an executive director not to be confused with the title executive director sometimes used for the CEO position in some organizations.

Executive directors often have a specified area of responsibility in the organization, such as finance, marketing, human resources, or production. Independent director An outside director is a member of the board who is not otherwise employed by or engaged with the organization, and does not represent any of its stakeholders.

A typical example is a director who is president of a firm in a different industry. Outside directors bring outside experience and perspectives to the board. For example, for a company that only serves a domestic market, the presence of CEOs from global multinational corporations as outside directors can help to provide insights on export and import opportunities and international trade options.

One of the arguments for having outside directors is that they can keep a watchful eye on the inside directors and on the way the organization is run. Outside directors are unlikely to tolerate "insider dealing" between insider directors, as outside directors do not benefit from the company or organization. Outside directors are often useful in handling disputes between inside directors, or between shareholders and the board.

They are thought to be advantageous because they can be objective and present little risk of conflict of interest. On the other hand, they might lack familiarity with the specific issues connected to the organization's governance and they might not know about the industry or sector in which the organization is operating.

Terminology [ edit ] Director — a person appointed to serve on the board of an organization, such as an institution or business. Inside director — a director who, in addition to serving on the board, has a meaningful connection to the organization Outside director — a director who, other than serving on the board, has no meaningful connections to the organization Executive director — an inside director who is also an executive with the organization.

This situation can have important corporate, social, economic, and legal consequences, and has been the subject of significant research.

Board of directors

The examples and perspective in this section deal primarily with the United States and do not represent a worldwide view of the subject. You may improve this articlediscuss the issue on the talk pageor create a new articleas appropriate. May Learn how and when to remove this template message The process for running a board, sometimes called the board processincludes 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 itemsand the assessment of the board process through standardized assessments of board members, owners, and CEOs.

Board meetings[ edit ] Typical board room setting A board of directors conducts its meetings according to the rules and procedures contained in its governing documents. These procedures may allow the board to conduct its business by conference call or other electronic means.

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

Much of what has been written about boards of directors relates to boards of directors of business entities actively traded on public markets.

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Some organizations place matters exclusively in the board's control while in others, the general membership retains full power and the board can only make recommendations. A difference may be that the membership elects the officers of the organization, such as the president and the secretary, and the officers become members of the board in addition to the directors and retain those duties on the board.

These ex-officio members have all the same rights as the other board members. Details on how they can be removed are usually provided in the bylaws.

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If the bylaws do not contain such details, the section on disciplinary procedures in Robert's Rules of Order may be used. Governance[ edit ] Theoretically, the control of a company is divided between two bodies: In practice, the amount of power exercised by the board varies with the type of company.

In small private companies, the directors and the shareholders are normally the same people, and thus there is no real division of power. In large public companiesthe board tends to exercise more of a supervisory role, and individual responsibility and management tends to be delegated downward to individual professional executives such as a finance director or a marketing director who deal with particular areas of the company's affairs.

Many shareholders grant proxies to the directors to vote their shares at general meetings and accept all recommendations of the board rather than try to get involved in management, since each shareholder's power, as well as interest and information is so small.

Larger institutional investors also grant the board proxies. The large number of shareholders also makes it hard for them to organize.

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However, there have been moves recently to try to increase shareholder activism among both institutional investors and individuals with small shareholdings. As a practical matter, executives even choose the directors, with shareholders normally following management recommendations and voting for them. In most cases, serving on a board is not a career unto itself.

For major corporations, the board members are usually professionals or leaders in their field.

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In the case of outside directors, they are often senior leaders of other organizations. Nevertheless, board members often receive remunerations amounting to hundreds of thousands of dollars per year since they often sit on the boards of several companies. Inside directors are usually not paid for sitting on a board, but the duty is instead considered part of their larger job description.

Outside directors are usually paid for their services. These remunerations vary between corporations, but usually consist of a yearly or monthly salary, additional compensation for each meeting attended, stock options, and various other benefits.

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In these countries, the CEO chief executive or managing director presides over the executive board and the chairman presides over the supervisory board, and these two roles will always be held by different people. This ensures a distinction between management by the executive board and governance by the supervisory board and allows for clear lines of authority.

The aim is to prevent a conflict of interest and too much power being concentrated in the hands of one person.

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There is a strong parallel here with the structure of government, which tends to separate the political cabinet from the management civil service. The examples and perspective in this section deal primarily with the United Kingdom and do not represent a worldwide view of the subject. Until the end of the 19th century, it seems to have been generally assumed that the general meeting of all shareholders was the supreme organ of a company, and that the board of directors merely acted as an agent of the company subject to the control of the shareholders in general meeting.

Canadian residency Ordinarily, at least 25 percent of the directors of a corporation must be resident Canadians. If a corporation has fewer than four directors, however, at least one of them must be a resident Canadian. In addition, corporations operating in sectors subject to ownership restrictions such as airlines and telecommunications or corporations in certain cultural sectors such as book retailing, video or film distribution must have a majority of resident Canadian directors.

Directors as shareholders Directors are allowed to hold shares of a corporation where they are directors. However, the directors of a corporation are not required to hold shares in the corporation unless its articles make this a requirement for the directors. Mandate of the directors The directors can be elected for terms of up to three years. The length of the director's mandate can be set out in the by-laws. If no term is stated, directors hold office until the next meeting of shareholders.

Directors do not all need to be elected at the same time or for the same length of time. A director whose term has expired can be re-elected as a director.

The articles or by-laws can also limit the number of terms that an individual can be elected to. Individuals who have been nominated as directors and who are present at the shareholders' meeting are deemed to have consented to serve as directors, unless they refuse. However, if they are not present at the meeting, they must either: Directors' terms ends upon their: Vacancy on the board of directors If a vacancy occurs on the board of directors, the remaining members of the board can continue to exercise all the powers of directors as long as the number of remaining elected directors constitutes a quorum the minimum number of directors required at a meeting, as specified in your corporation's by-laws.

It is also possible for the remaining directors to name one or more additional directors between shareholder meetings unless your articles of incorporation stipulate that vacancies can be filled only after a vote by the shareholders. Shareholders can remove a director they had previously elected, for a variety of reasons. Removing a director is a simple procedure that generally requires the approval of a majority of votes represented at a special meeting of shareholders called for the purpose of removing the director.

No directors If your corporation has no directors at all, including if all the directors of a corporation have resigned or have been removed without replacement, subsection 1 of the Canada Business Corporations Act CBCA allows the Director of Corporations Canada to dissolve the corporation.

Duties and liabilities of directors and officers Because the scope of authority of the corporation's management the directors and officers is so broad, the law imposes a wide range of duties and liabilities on them. In general, these duties and liabilities reflect the position of trust that directors and officers hold in relation to the corporation and its owners, the shareholders.

While many of the duties and liabilities of directors and officers are prescribed under the CBCAother duties and liabilities: Note Directors can rely on expert reports, such as financial statements or legal opinions, in certain circumstances.

Directors are not liable if they exercise the same degree of care, diligence and skill that a reasonable, prudent person would exercise in comparable circumstances. Duty of care One of the most important duties set out for directors and officers of a corporation in the CBCA is the duty of care. Duty of care requires that, in carrying out their functions, the directors and officers must: Remaining informed A corporation's directors and officers cannot avoid liability on the grounds that they did not know what the corporation was doing.

The CBCA specifies that directors and officers, within the scope of their authority, must always: Preventing conflicts of interest The CBCA tries to prevent conflicts between the interests of the corporation and those of the directors or officers.

For example, directors and officers must disclose in writing any personal interest they can have in a contract with the corporation. Failure to make such a disclosure could result in a court setting aside the contract upon application by the corporation or a shareholder.


Specific liabilities The CBCA also imposes certain specific liabilities on directors and officers of a corporation. In certain circumstances, directors are liable for up to six months' worth of unpaid wages to employees of the corporation, as well as for any unpaid source deductions.

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Protection from liability Consider adopting some of the following methods that have been developed to protect directors and officers of corporations from certain liabilities that could be imposed upon them. For example, your corporation could: Note, however, that in cases where directors or officers fail to defend themselves successfully, they are required to repay the corporation for these advances.

Directors must at all times remain free to assess the best interests of the corporation and to act on this assessment.