1. Introduction of the Board of Directors
The Board of Directors is a group that is constituted by some members who are chosen by the stakeholders of the company. This group stands for the stakeholders to set up the policies that related to corporate governance of the company and to make some important decisions on long-term strategies, such as the employ or dismissal of administrators, dividend policies and establish of committees. It is obligate for every public company to build a Board of Directors.
The Board of Directors is usually constituted by various members:
Chief Executive Officer (CEO)
The CEO is the highest superior director of a company. The responsibilities of CEO are to make long-term decisions, to control all of
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The Executive Director manages the specific operations of a company and also make decisions with other members of the Board of Directors.
Non-Executive Directors
The Non-Executive Director is also one of the members of the Board and has responsibility for a company. A Non-Executive Director supervises the Executive Directors and protects the profits of stakeholders. However, the Non-Executive Director do not hold the position of specific duties in a company.
2. Remuneration Committee
The Remuneration Committee is a specific organization, which is built by the Board of Directors that is in accordance with the resolution of shareholders meeting. A Remuneration Committee is responsible for establishing and implementing the assessment criterion of the senior executives, in addition, this committee also takes charge of establishing and examining the remuneration policies of the directors and other executives, including money award and compensation payments.
2.1 Different ways to reward the directors
Most of directors are encouraged by the payments related to the performance of a company and also can be rewarded by gaining bonuses and pension contributions, and by increasing or achieving dividends of the company for their services to the company.
According to some articles, most of companies will give some parts of stocks to directors as rewards, because the connection between the directors’ and
CEO: Serve as the team leader and final decision maker for the company. The CEO is the face of the organization and will be the primary voice for any public statements made.
A chief executive officer (CEO) is the head of the company that ultimately finalizes all decisions for a company. He or she is in charge of every decision that is made. The CEO only reports to one body, which is the board of directors (BOD). The TJX companies CEO is Ernie Herrman. The TJX Companies trace back to 1919 when they were Marmaxx, and now they have 3600 hundred store in 9 different countries on 3 different continents. They have stores by different names, the ones that are located in the USA are: Marshalls, TJMaxx, Home Goods, and Sierra Trading Post. This is a discount retail company that buys their product from other brand, designers, stores, or manufacturers in bulk or out of season merchandise. Their company is growing every day. They opened the Home Goods and Sierra Trading Post, which is based online, stores only a few years back and that is when the company name switched from Marmaxx to TJX Companies.
The Board of Directors for United directs the company’s affairs in the appropriate way by meeting the interests of its shareholders and stakeholders. The board’s focus is to determine and review the company goals and policies, manage the organizational structure to ensure that the all the strategies are being implemented successfully, delegate authority to the management, and evaluates the implementation of business plans and strategies. The Chief Executive Officer (CEO) is the highest position in the United’s corporate hierarchy. The role of a United’s CEO is to develop high level strategies, take major corporate decisions, and manage the overall operations and resources of the company.
This role requires you be the face and voice of your company. As the chief executive officer, or CEO, your main concern is that the company remains at its highest well-being so the team can accomplish goals. The CEO establishes a long-term strategy, secures the necessary resources (human and financial), sets the company culture and values, and maintains team morale. Not all founders remain CEOs, but odds are, you'll be your company's first. It is a crucial role as the company grows and evolves from a scrappy startup to a complex organization.
What i’m going to compare their jobs to is a supermarket, Hannaford. Like the nucleolus, the CEO is the big rig of the company. He makes sure that everything is running properly, and smoothly. He also controls the jobs within the company and makes sure people are executing their jobs. He also tells the people incorporate what they should do which then
Chief executive develops strategies and help in the decision making process for their corporations. They also promote overall growth of the corporations. This
A public business corporation establishes a compensation committee consisting of outside directors that sets the salaries, incentive bonuses, and other forms of compensation of the top-level executives of the organization. An outside director is one who has no management position in the business and who, therefore, should be more objective and should not be beholden to the chief executive of the business.
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”.
Not long ago shareholders were given the right to vote under remuneration reports, after the outburst of executive pay and bonuses in USA and across Europe. This system, adopted in the UK in 2003, is called ‘say on pay’ (SOP); it is mostly used to monitor future executive pay levels when votes go beyond 10%. (Gregory-Smith et al., 2014) Some view this SOP tool, allowing shareholders to express their concerns, as a way of controlling executive directors from having an opportunistic behaviour (Dion, 2016) or from excessive risk-taking manners. (Thomas et al., 2014, p.219-235) In USA, SOP is seen as a tool for monitoring senior management, and for developing and improving
The board should clarify its role. The board plays a significant role in guiding, governing and overseeing the company. It should determine its role in the running of the business and make a clear understanding of which with management.
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.
The Board of directors is responsible for approving strategic guidelines, management goals and annual budgets. They also approve policies in investments, finance, corporate social responsibility, corporate governance, remuneration and evaluation of senior executives, risk control and management, shareholder remuneration and own shares.
A Chief Executive has one responsibility; to do everything necessary to ensure the success of a company. There is no explicit checklist of things a CEO is expected to do, they must attend to whatever comes up and address issues in order that everything can work
Duty of loyalty is important for the survival of an organization and its stakeholders. For example, the director of a company when issuing shares to the public creates an obligation in the part of the company to the shareholders. The directors of a company by using the shareholders’ investment must make sure that he/she does not create any conflict of interests between the company objectives, the shareholders, the managers and all the staff. Using the shareholders’ money to create an economic benefit to the directors only is considered to be a breach of fiduciary duties. In contrast, the directors must act in the best interest of the company and the shareholders.
The CEO’s leadership role also entails being ultimately responsible for all day-to-day management decisions and for implementing the Company’s long and short term plans. The CEO acts as a direct liaison between the Board and management of the Company and communicates to the Board on behalf of management. The CEO also communicates on behalf of the Company to shareholders, employees, Government authorities, other stakeholders and the public.