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The business judgment rule is a case-law-derived doctrine in corporations law that courts defer to the business judgment of corporate executives. It is rooted in the principle that the "directors of a corporation ... are clothed with [the] presumption, which the law accords to them, of being [motivated] in their conduct by a bona fides regard for the interests of the corporation whose affairs ...
But s. 214(7) provides that in the section ‘director’ includes a shadow director. A shadow director is defined in s. 251 of the Insolvency Act 1986 in these terms: ‘“Shadow director”, in relation to a company, means a person in accordance with whose directions or instructions the directors of the company are accustomed to act …’
A court may, and under section 6 shall, make against a person a disqualification order, for a period specified in the order, providing that: he shall not be a director of a company, act as receiver of a company’s property or in any way, whether directly or indirectly, be concerned or take part in the promotion, formation or management of a company unless (in each case) he has the leave of ...
Not all boards are ready to handle these times, says Ben Hardy, a professor of organizational behavior at London Business School who teaches ethics. But to assist directors, he recently created a ...
Business ethics operates on the premise, for example, that the ethical operation of a private business is possible—those who dispute that premise, such as libertarian socialists (who contend that "business ethics" is an oxymoron) do so by definition outside of the domain of business ethics proper.
As artificial persons, companies can only act through human agents. The main agent who deals with the company's management and business is the board of directors, but in many jurisdictions other officers can be appointed too. The board of directors is normally elected by the members, and the other officers are normally appointed by the board.
“It’s a bad board, and it has been a bad board for a long time,” she tells Fortune. Part of the problem is that the board hasn’t felt enough pressure to change, Minow explains.
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.