1. The Board of Directors, Executives and Executive Incentives
1.1. The Board of Directors
1.1.1. Origin / History Board of directors managing the corporation has occurred over a period of time and over the years. Till the 19th Century, it was assumed the general meeting of shareholders was the main part of company and the boards of directors are agent of the company and the whole company is in control of shareholders in general meeting. By 1906, the English court of appeal made the powers between the board and the shareholders depends on the construction of the Article of Association and that, the powers of management are vested in the board, the general meeting could not obstruct with their work. The articles were held to make a contract by which the members agree that the directors alone shall manage.
1.1.2. Boards at Deutsche Bank
1.1.2.1. Supervisory Board
…show more content…
Advisory Board According to Deutsche Bank’s Articles of Association, the Management Board may perhaps establish Advisory Boards and regional Advisory Councils that advise the management on questions concerning to business development, economics & growth. See Appendix 3 for Advisory Board Members of Deutche Bank
(Deutche Bank Official Website ; Board and Committees Retrieved December 06,2014 from: https://www.deutsche-bank.de/en/content/company/Supervisory-Board.htm)
1.1.3. Governance The control of a company is divided between two bodies: the board of directors, and the Shareholders in general meeting. In practice, the amount of power used by the board varies with the type of company. In small private companies, the directors and the shareholders are normally the same, and thus there is no division of power. In large Public Companies, the board has a tendency to to use more of a supervisory role, and individual accountability and management delegates it downward to individual executives who deals with particular
The board carries out the duties in regard to the interest of the companies’ shareholders, staff,
Common stockholders are the basic owners of a corporation, but few stockholders of large corporations take an active role in management. Instead, they elect the corporation’s board of directors to represent their interests. Board members seldom get involved in the day-to-day management of the company. They establish the basic mission and goals of the corporation and appoint
CONTROL- Shareholders do not typically manage the company’s business. Instead a board of directors is elected. The board of directors has direct control over the company. A board member can also be a shareholder.
* The control of the corporation is managed by an elected board of directors. The officers in the company normally have to be approved by the board of directors before they are offered a position to lead the company.
In large corporations the success or failure of the company is the responsibility of the board of directors. According to Richard DeGeorge, “The members of the board are responsible to the shareholders for the selection of honest, effective managers, and especially for the selection for the CEO and of the president of the corporation.” (p. 202). The board members have a moral responsibility to ensure the corporation is run honestly, in respect to its major policies, and to ensure the interests of the shareholders are satisfied. The next responsibility within a corporation is the responsibility management has to its board of directors. DeGeorge writes, “It must inform the board of its actions, the decisions it makes or the decisions to be made, the financial condition of the firm, its successes and failures, and the like.” (p. 202). The management of the corporation is morally obligated to
* The roles and responsibilities of the board of directors in corporate governance and the way the board affects a company’s operation.
A Board of directors, in my opinion, is a body of one person or a group of people who should oversee the performance of a organization. The goal of Board of Directors is to protect the organization 's assets and to use source to
Joshua Kennon (2007), stated that “The board of directors is the highest governing authority within the management structure at any publicly traded company and is usually made up of the directors who are elected for a specific number of years by the shareholders”. According to Wikipedia,” A board of directors is a body of elected or appointed members who jointly oversee the activities of a company or organization”.
Describe the role of the Board of Directors in comparison to the role of the Executive Director. What is expected of each, who is in charge of what and in what
The board of directors holds a very critical management function within or organization with the following criteria essential for membership:
Shareholders do not normally have any rights to be involved directly in company management. Their connection to company management is typically via the Board of Directors, they may remove the directors or refuse to re-elect them. Managers are usually appointed by
supervisory boards (Aufsichtsrat), US boards, Switzerland boards (Verwaltungsrat) and French boards (conseil d’administration and conseil de surveillance). From these analyses, this study attempts to identify the key features of these structures that may make the monitoring functions of the boards more successful.
Board of Directors- is a group of people who are legally charged to govern an organization. The board is responsible for setting strategic direction, establishing broad policies and objectives, and hiring and evaluating the chief executive officer. The chief executive officer reports to the board and is responsible for carrying out the board 's strategic policies. A board can vary widely in nature, some boards act like "governing boards", that is, they take a strong policy-making role, and expect the chief executive to operate the organization according to those policies. Some boards, despite their being legally responsible for the activities of the corporation, follow all of the directions and guidance of the chief executive (in this case, board members arguably are not meeting their responsibilities as a board). Still, other boards take a strong "working board", or hands-on role, including micro-managing the chief executive and organization.
The Board shall include a balance of executive and non-executive directors (including independent non-executive directors) such that no individual or group of individuals or interests can dominate its decision taking. The Board shall be chaired by an independent director who is not managing the company. There are two key tasks at the top of the company, that of running the Board and that of the Chief Executive responsible for running the company. Therefore as a general rule, there is a clear division of these roles to ensure that a balance of power and authority is
Corporate governance is a key element in improving the economic efficiency of a bank. It should be fair and transparent to its customers and stakeholders in all its transactions. A sound corporate governance also contributes to the protection of depositors of the bank. It also involves the manner in which the business and affairs of banks are governed by their board of directors and senior management, which reflects how they function. This paper is descriptive in nature conferred about the composition of the board of directors in the Public sector commercial banks. The finding of this paper exemplify that the Public sector commercial banks have ‘Fit and Proper’ board in their respective banks.