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A board of directors is an executive committee that supervises the activities of a business, a nonprofit organization, or a government agency. The powers, duties, and responsibilities of a board of directors are determined by government regulations (including the jurisdiction's corporate law) and the organization's own constitution and by-laws ...
A board of directors is exposed to a variety of legislated liabilities, fiduciary and other duties. Responsibilities include unpaid wages, unpaid taxes, environmental damage, etc. By subjecting directors to such liabilities and fiduciary, directors are forced to make decisions and establish policies in a way that minimizes risks.
Role and responsibilities of the board: [16] [17] The board needs sufficient relevant skills and understanding to review and challenge management performance. It also needs adequate size and appropriate levels of independence and commitment.
The responsibilities of board secretary include preparing meetings of shareholders and boards of directors, maintaining company records and shareholders information, dealing with information disclosure etc. Relevant listing rules in China further clarify that the secretary of the Board is a managerial position.
Board decisions should predominantly be policy decisions. Board should formulate policy by determining the broadest values before progressing to more narrow ones. A board should define and delegate, rather than react and ratify. Ends determination is the pivotal duty of governance. The board's best control over staff means is to limit, not ...
AGB believes that board assessments or self-examinations help establish a clearer understanding of members’ primary roles and responsibilities, develop a consensus on objectives and plans to improve the board, and help clarify the performance expected by all board members. [44] These assessments should be completed annually. [44]
Fortune 500 directors are estimated to spend 4.4 hours per week on board duties, and median compensation was $212,512 in 2010. The board sets corporate strategy, makes major decisions such as major acquisitions, [24] and hires, evaluates, and fires the top-level manager (chief executive officer or CEO). The CEO typically hires other positions.
The supervisory board, in theory, is intended to provide a monitoring role. However, the appointment of supervisory board members has not been a transparent process and has therefore led to inefficient monitoring and poor corporate governance in some cases (Monks and Minow, 2001).