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Directors' duties are a series of statutory, common law and equitable obligations owed primarily by members of the board of directors to the corporation that employs them. It is a central part of corporate law and corporate governance. Directors' duties are analogous to duties owed by trustees to beneficiaries, and by agents to principals.
Under section 417(2), directors must explain how their leadership has lived up to the directors' duty in CA 2006 section 172 to "promote the success of the company" with regard to all a company's stakeholders, including the long-term interests of shareholders, employees, the environment, the community, maintaining a high business reputation ...
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.
In the two-tiered board, the executive board, made up of company executives, generally runs day-to-day operations while the supervisory board, made up entirely of non-executive directors who represent shareholders and employees, hires and fires the members of the executive board, determines their compensation, and reviews major business decisions.
In the American system of corporate governance, shareholders typically elect the company's board of directors on an annual basis. These directors bear a fiduciary responsibility to the shareholders and must represent the interests of the shareholders (as opposed to the interests of themselves or any third parties) when making decisions. In turn ...
Executive Directors - A group of executive directors who each play a significant role within the company. They maintain full responsibility over their respective departments such as Finance, Marketing and Sales. Each director manages their department ensuring that tasks and objectives are being met. Executive directors also sit on the board.
ii) those by a Managing Director, whole-time director or manager subject to the control and guidance of the Board of Directors i.e., he is liable to the Board of Directors and the function of the corporate. As per Clause 49, for a company with an Executive Chairman, at least 50 per cent of the board should comprise independent directors. In the ...
The corporate opportunity doctrine does not apply to all fiduciaries of a corporation; rather, it is limited to directors, officers, and controlling shareholders. [3] The doctrine applies regardless of whether the corporation is harmed by the transaction; indeed, it applies even if the corporation benefits from the transaction. [4]