The Board of Directors – Roles and Responsibilities

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The Board of Directors – roles and responsibilities
The board 's key purpose is to ensure the company 's prosperity by collectively directing the company 's affairs, whilst meeting the appropriate interests of its shareholders and stakeholders. The objects of the company are defined in the Memorandum of Association and regulations are laid out in the Articles of Association.

Appointment of directors
The ultimate control as to the composition of the board of directors rests with the shareholders, who can always appoint, and – more importantly, sometimes – dismiss a director. The shareholders can also fix the minimum and maximum number of directors. However, the board can usually appoint (but not dismiss) a director to his office as
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Directors must act with due skill and care. Directors must consider the interests of employees of the company.

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Calling a directors ' meeting
A director, or the secretary at the request of a director, may call a directors ' meeting. A secretary may not call a meeting unless requested to do so by a director or the directors. Each director must be given reasonable notice of the meeting, stating its date, time and place. Commonly, seven days is given but what is 'reasonable ' depends in the last resort on the circumstances

Non-executive directors
Legally speaking, there is no distinction between an executive and non-executive director. Yet there is inescapably a sense that the non-executive 's role can be seen as balancing that of the executive director, so as to ensure the board as a whole functions effectively. Where the executive director has an intimate knowledge of the company, the non-executive director may be expected to have a wider perspective of the world at large.


The chairman of the board
The articles usually provide for the election of a chairman of the board. They empower the directors to appoint one of their own number as chairman and to determine the period for which he is to hold office. If no chairman is elected, or the elected chairman is not present within five minutes of the time fixed for the meeting or is unwilling to preside, those directors in attendance may usually elect one of their number

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