Legal Liabilities of Board Members

Gill puts forth his four pillars of excellence in which he thinks every good board possessed. These pillars are Board Development, Management of board work and meetings, decision making and . board and organizational culture.Throughout this paper I will show how after the departure of sarah the league designed and created a good board by implementing each pillar.

Section 180 says that a person must perform his duties with care and diligence that a director of a company in same position and situation would perform. In this case, the board member negligently made a financial report and was shown profit instead of loss. Harvey one of the directors could not show the errors in the board while James who is also a non-executive director did not ask any questions regarding the

B) Managers of LLCs are personally liable for the debts, obligations, and liabilities of the LLC.

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

The next thing the board needs to do is understand what it was created to do and what each person's responsibilities are. A document should be created for all board members to review that outlines the three duties(duty of care, duty of loyalty, and the duty of obedience) as well as all legal responsibilities of the collective board and provide detailed descriptions of each position. This process will ensure that the board

To ensure that the company thrives and overcomes the crisis that may come on the way, the company has various strategies and ways to overcome that and to keep the company on the track which includes constitution and board of directors which has various roles and responsibilities. The company has got a constitution and also corporations’ act. The companies’ values are the trust, integrity and honesty. The board carries out the duties in regard to the interest of the companies’

People often question whether corporate boards matter because their day-today impact is difficult to observe. But, when things go wrong, they can become the center of attention. Certainly this was true of the Enron, Worldcom, and Parmalat scandals. The directors of Enron and Worldcom, in particular, were held liable for the fraud that occurred: Enron directors had to pay $168 million to investor plaintiffs, of which $13 million was out of pocket (not covered by insurance); and Worldcom directors had to pay $36 million, of which $18 million was out of pocket. As a consequence of these scandals and ongoing concerns about corporate governance, boards have been at the center of the policy

Selecting board members with varying backgrounds will complement the skills of others of the group. Professionals such as attorneys and CPA’s provide diversity to board configuration. In addition, the board of directors is often responsible for reviewing financial statements and contracts. Legal opinions and an accountant’s insight and suggestions assist management in making decisions relating to their occupation.

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.

It is the board's responsibility to consider and authorize a suitable remuneration package for the company's chief executive officer (CEO), make recommendations with respect to the attractiveness of dividends and dividends pay out, approve stock splits, form the audit committees, approve the company's financial statements, oversee management’s involvement in the shareholders and other stakeholders long-term interests and recommend or discourage major decisions such as acquisitions and mergers.

The Directors and officers shall perform the duties enjoined on them by law and the by-laws of the corporation. They act as agents or representatives of the Corporation in carrying out its rights and obligations provided by law. Directors who directed the affairs of the Corporation in bad faith, gross negligence, and those involving a conflict of interest with their duty to the Corporation shall be liable to the Corporation, its stockholders & other persons. The Board of Directors are not justified to purchase the stocks.

Board members duty is to guard the best interest of an organization. There are three laws in place that a board member must follow. First, the duty of care involves the board member carry out their managements responsibilities and comply with the law in the best interests of the corporation. Next, the duty of good faith requires board members to be faithful to organization mission and values. Lastly, the duty of loyalty requires a board member must give undivided commitment when making decisions affecting the organization. The Sarbanes -Oxley act was passed in 2002 by the U.S. government to protect investors from accounting scandals and fraud. Furthermore, the Sarbanes Act requires public companies to establish a code of conduct for top executives.

The executives are accountable to the board of directors. Instead of protecting the investors, the board enticed the culture of financial fraud in the company for selfish gains. It failed in its duties in keeping the executives in check.

The board will help set strategies, direction, vision, hire/fire top management, monitor and supervise top management, oversee the use of resources, and care for shareholders' interests (Wheelen & Hunger, 2006, pp. 36-37).