2051:. It was alleged that the directors had issued many new shares purely to deprive a particular shareholder of his voting majority. An argument that the power to issue shares could only be properly exercised to raise new capital was rejected as too narrow, and it was held that it would be a proper exercise of the director's powers to issue shares to a larger company to ensure the financial stability of the company, or as part of an agreement to exploit mineral rights owned by the company. If so, the mere fact that an incidental result (even if it was a desired consequence) was that a shareholder lost their majority, or a takeover bid was defeated, this would not itself make the share issue improper. But if the sole purpose was to destroy a voting majority, or block a takeover bid, that would be an improper purpose.
53:
1325:
trade options. One of the arguments for having outside directors is that they can keep a watchful eye on the inside directors and on the way the organization is run. Outside directors are unlikely to tolerate "insider dealing" between inside directors, as outside directors do not benefit from the company or organization. Outside directors are often useful in handling disputes between inside directors, or between shareholders and the board. They are thought to be advantageous because they can be objective and present little risk of conflict of interest. On the other hand, they might lack familiarity with the specific issues connected to the organization's governance, and they might not know about the industry or sector in which the organization is operating.
1514:). For example, the nature of the business entity may be one that is traded on a public market (public company), not traded on a public market (a private, limited or closely held company), owned by family members (a family business), or exempt from income taxes (a non-profit, not for profit, or tax-exempt entity). There are numerous types of business entities available throughout the world such as a corporation, limited liability company, cooperative, business trust, partnership, private limited company, and public limited company.
2431:
issues such as excessive executive compensation and passive participation (lack of proper governance) of the board members. The journal paper cites examples of underperforming CEOs of
Fortune 500 companies who took compensation and retirement package in hundreds of millions of dollars while the stock price of their companies lost billions of dollars. The research proposes institutionalizing a standardized board evaluation framework to help balance between the executive compensation and protecting the interest of shareholders
1629:
year since they often sit on the boards of several companies. Inside directors are usually not paid for sitting on a board, but the duty is instead considered part of their larger job description. Outside directors are usually paid for their services. These remunerations vary between corporations, but usually consist of a yearly or monthly salary, additional compensation for each meeting attended, stock options, and various other benefits. such as travel, hotel and meal expenses for the board meetings.
1805:
alone can exercise these powers. The only way in which the general body of shareholders can control the exercise of powers by the articles in the directors is by altering the articles, or, if opportunity arises under the articles, by refusing to re-elect the directors of whose actions they disapprove. They cannot themselves usurp the powers which by the articles are vested in the directors any more than the directors can usurp the powers vested by the articles in the general body of shareholders.
1827:
1699:
1409:
2339:
sustainability. A social board has society designed into its structure. It elevates the voice of society through specialist appointments to the board and mechanisms that empower innovation from within the organisation. Social boards align themselves with themes that are important to society. These may include measuring worker pay ratios, linking personal social and environmental objectives to remuneration, integrated reporting, fair tax and B-Corp certification.
1637:
to the limited time they can dedicate to this task. Overconfident directors are found to pay higher premiums in corporate acquisitions and make worse takeover choices. Locally rooted directors tend to be overrepresented and lack international experience, which can lead to lower valuations, especially in internationally oriented firms. Directors' military experience is associated with rigorous monitoring and improved corporate governance.
1613:
when it contradicts the board's views. In addition, many shareholders vote to accept all recommendations of the board rather than try to get involved in management, since each shareholder's power, as well as interest and information is so small. Larger institutional investors also grant the board proxies. The large number of shareholders also makes it hard for them to organize. However, there have been moves recently to try to increase
1133:
2109:"A corporate body can only act by agents, and it is, of course, the duty of those agents so to act as best to promote the interests of the corporation whose affairs they are conducting. Such agents have duties to discharge of a fiduciary nature towards their principal. And it is a rule of universal application that no one, having such duties to discharge, shall be allowed to enter into engagements in which he has,
1545:
and the secretary, and the officers become members of the board in addition to the directors and retain those duties on the board. The directors may also be classified as officers in this situation. There may also be ex-officio members of the board, or persons who are members due to another position that they hold. These ex-officio members have all the same rights as the other board members.
1474:, and the assessment of the board process through standardized assessments of board members, owners, and CEOs. The science of this process has been slow to develop due to the secretive nature of the way most companies run their boards, however some standardization is beginning to develop. Some who are pushing for this standardization in the US are the
1685:
have "unitary" boards, which bring together executive and non-executive board members. In some countries there is also an additional statutory body for audit purposes. The OECD Principles are intended to be sufficiently general to apply to whatever board structure is charged with the functions of governing the enterprise and monitoring management.
2585:
both companies and made a substantial profit. The shareholders of
Company A sued asking that directors and their friends to disgorge the profits that they had made in connection with their 3,000 shares in Company B – the very same shares which the shareholders in Company A had been asked to subscribe (through Company A) but refused to do so.
1633:, for example, pays directors an annual retainer of $ 46,500, an additional annual retainer of $ 2,500 if the director is also a chairperson of a committee, a per-meeting-attended fee of $ 2,000 for meetings attended in person, a $ 500 fee for each meeting attended via telephone, in addition to stock options and retirement benefits.
2321:, protections for non-member stakeholders were considerably more limited (see, for example, s.309 which permitted directors to take into account the interests of employees but which could only be enforced by the shareholders and not by the employees themselves). The changes have therefore been the subject of some criticism.
2154:"(i) that what the directors did was so related to the affairs of the company that it can properly be said to have been done in the course of their management and in the utilisation of their opportunities and special knowledge as directors; and (ii) that what they did resulted in profit to themselves."
2092:
By definition, where a director enters into a transaction with a company, there is a conflict between the director's interest (to enrich themselves with the transaction) and their duty to the company (to ensure that the company gets as much as it can out of the transaction). In some places, this rule
1804:
A company is an entity distinct alike from its shareholders and its directors. Some of its powers may, according to its articles, be exercised by directors, certain other powers may be reserved for the shareholders in general meeting. If powers of management are vested in the directors, they and they
1628:
unto itself. For major corporations, the board members are usually professionals or leaders in their field. In the case of outside directors, they are often senior leaders of other organizations. Nevertheless, board members often receive remunerations amounting to hundreds of thousands of dollars per
1612:
power. Most shareholders do not attend shareholder meetings, but rather cast proxy votes via mail, phone, or internet, thus allowing the board to vote for them. However, proxy votes are not a total delegation of the voting power, as the board must vote the proxy shares as directed by their owner even
2426:
According to John
Gillespie, a former investment banker and co-author of a book critical of boards, "Far too much of their time has been for check-the-box and cover-your-behind activities rather than real monitoring of executives and providing strategic advice on behalf of shareholders". At the same
2342:
Social boards recognise that they are part of society and that they require more than a licence to operate to succeed. They balance short-term shareholder pressure against long-term value creation, managing the business for a plurality of stakeholders including employees, shareholders, supply chains
2070:
This does not mean, however, that the board cannot agree to the company entering into a contract which binds the company to a certain course, even if certain actions in that course will require further board approval. The company remains bound, but the directors retain the discretion to vote against
1925:
In practice, it can be quite difficult to remove a director by a resolution in general meeting. In many legal systems, the director has a right to receive special notice of any resolution to remove them; the company must often supply a copy of the proposal to the director, who is usually entitled to
1636:
Academic research has identified different types of board directors. Their characteristics and experiences shape their role and performance. For instance, directors with multiple mandates are often referred to as busy directors. Their monitoring performance is considered to be comparatively weak due
2442:
systems to address the disproportionality of gender representation on corporate boards. A study of the French corporate elite has found that certain social classes are also disproportionately represented on boards, with those from the upper and, especially, upper-middle classes tending to dominate.
2338:
Most companies have weak mechanisms for bringing the voice of society into the board room. They rely on personalities who were not appointed for their understanding of societal issues. Often they give limited focus (both through time and financial resource) to issues of corporate responsibility and
1684:
countries. Some countries have two-tier boards that separate the supervisory function and the management function into different bodies. Such systems typically have a "supervisory board" composed of nonexecutive board members and a "management board" composed entirely of executives. Other countries
1620:
A contrasting view is that in large public companies it is upper management and not boards that wield practical power, because boards delegate nearly all of their power to the top executive employees, adopting their recommendations almost without fail. As a practical matter, executives even choose
1324:
Outside directors bring outside experience and perspectives to the board. For example, for a company that serves a domestic market only, the presence of CEOs from global multinational corporations as outside directors can help to provide insights on export and import opportunities and international
2584:
of not less than £5,000 (a substantial sum at the time). Company A was unable to subscribe for more than £2,000 in shares, so the directors arranged for the remaining 3,000 shares to be taken by themselves and their friends. Later, instead of selling the undertaking, they sold all of the shares in
2381:
According to the
Corporate Library's study, the average size of publicly traded company's board is 9.2 members, and most boards range from 3 to 31 members. According to Investopedia, some analysts think the ideal size is seven. State law may specify a minimum number of directors, maximum number of
2029:
Directors must exercise their powers for a proper purpose. While in many instances an improper purpose is readily evident, such as a director looking to enrich themselves or divert an investment opportunity to a relative, such breaches usually involve a breach of the director's duty to act in good
1544:
The setup of a board of directors vary widely across organizations and may include provisions that are applicable to corporations, in which the "shareholders" are the members of the organization. A difference may be that the membership elects the officers of the organization, such as the president
3032:
See generally, Bowen, William G., The board book: an insider's guide for directors and trustees (2008 W.W. Norton & Co.); Murray, Alan S., Revolt in the boardroom: the new rules of power in corporate
America (2007 Collins); Charan, Ram, Boards that deliver: advancing corporate governance from
2368:
is now the direct responsibility of directors. The vast majority of companies covered by the act have hired internal auditors to ensure that the company adheres to required standards of internal control. The internal auditors are required by law to report directly to an audit board, consisting of
2020:
The duties apply to each director separately, while the powers apply to the board jointly. Also, the duties are owed to the company itself, and not to any other entity. This does not mean that directors can never stand in a fiduciary relationship to the individual shareholders; they may well have
1963:
must be present before any business may be conducted. Usually, a meeting which is held without notice having been given is still valid if all of the directors attend, but it has been held that a failure to give notice may negate resolutions passed at a meeting, because the persuasive oratory of a
1896:
required that nominating committees consist of independent directors as a condition of listing, nomination committees have historically received input from management in their selections even when the CEO does not have a position on the board. Shareholder nominations can only occur at the general
2430:
According to the
International Institute of Management, the rise in investor dissatisfaction, class-action lawsuits and shareholder activism has resulted in more attention directed toward the board of directors and the lack of corporate governance accountability. Shareholders' complaints include
1933:
A 2010 study examined how corporate shareholders voted in director elections in the United States. It found that directors received fewer votes from shareholders when their companies performed poorly, had excess CEO compensation, or had poor shareholder protection. Also, directors received fewer
1752:
The development of a separate board of directors to manage/govern/oversee a company has occurred incrementally and indefinitely over legal history. Until the end of the 19th century, it seems to have been generally assumed that the general meeting (of all shareholders) was the supreme organ of a
1676:
In the United States, the board of directors (elected by the shareholders) is often equivalent to the supervisory board, while the executive board may often be known as the executive committee (operating committee or executive council), composed of the CEO and their direct reports (other C-level
2329:
The adoption of technology that facilitates the meeting preparation and execution of directors continues to grow. Board directors are increasingly leveraging this technology to communicate and collaborate within a secure environment to access meeting materials, communicate with each other, and
1541:. The amount of powers and authority delegated to the board depend on the bylaws and rules of the particular organization. Some organizations place matters exclusively in the board's control while in others, the general membership retains full power and the board can only make recommendations.
2083:
As fiduciaries, the directors may not put themselves in a position where their interests and duties conflict with the duties that they owe to the company. The law takes the view that good faith must not only be done, but must be manifestly seen to be done, and zealously patrols the conduct of
2200:
However, this decision was based firmly in the older notions (see above) that prevailed at the time as to the mode of corporate decision making, and effective control residing in the shareholders; if they elected and put up with an incompetent decision maker, they should not have recourse to
3573:
For example, if the board is authorised by the shareholders to negotiate with a takeover bidder. It has been held in New
Zealand that "depending upon all the surround circumstances and the nature of the responsibility which in a real and practical sense the director has assumed towards the
1603:, the board tends to exercise more of a supervisory role, and individual responsibility and management tends to be delegated downward to individual professional executives (such as a finance director or a marketing director) who deal with particular areas of the company's affairs.
1537:, such as a society made up of members of a certain profession or one advocating a certain cause, a board of directors may have the responsibility of running the organization in between meetings of the membership, especially if the membership meets infrequently, such as only at an
127:
of the corporation and sets out the overall strategic direction. In corporations with dispersed ownership, the identification and nomination of directors (that shareholders vote for or against) are often done by the board itself, leading to a high degree of self-perpetuation. In a
1517:
Much of what has been written about boards of directors relates to boards of directors of business entities actively traded on public markets. More recently, however, material is becoming available for boards of private and closely held businesses including family businesses.
1770:
and that, where the powers of management were vested in the board, the general meeting could not interfere with their lawful exercise. The articles were held to constitute a contract by which the members had agreed that "the directors and the directors alone shall manage."
1649:(elected by the shareholders and employees) for supervising the executive board. In these countries, the chairman of the supervisory board is equivalent to the chairman of a single-tier board, while the chairman of the management board is reckoned as the company's CEO or
2330:
execute their governance responsibilities. This trend is particularly acute in the United States where a robust market of early adopters garnered acceptance of board software by organizations resulting in higher penetration of the board portal services in the region.
2125:
However, in many jurisdictions the members of the company are permitted to ratify transactions which would otherwise fall foul of this principle. It is also largely accepted in most jurisdictions that this principle can be overridden in the company's constitution.
1926:
be heard by the meeting. The director may require the company to circulate any representations that they wish to make. Furthermore, the director's contract of service will usually entitle them to compensation if they are removed, and may often include a generous "
3033:
compliance to competitive advantage (2005 Jossey-Bass); Carver, John, Corporate boards that create value: governing company performance from the boardroom (2002 Jossey-Bass); Harvard
Business Review on corporate governance (2000 Harvard Business School Press).
1904:) who are purportedly accountable to the board of directors have historically played a major role in selecting and nominating the directors who are voted on by the shareholders, in which case more "gray outsider directors" (independent directors with
1918:
Directors may also leave office by resignation or death. In some legal systems, directors may also be removed by a resolution of the remaining directors (in some countries they may only do so "with cause"; in others the power is unrestricted).
1395:, where a relatively small number of individuals have significant influence over many important entities. This situation can have important corporate, social, economic, and legal consequences, and has been the subject of significant research.
1599:. In practice, the amount of power exercised by the board varies with the type of company. In small private companies, the directors and the shareholders are normally the same people, and thus there is no real division of power. In large
1387:– an individual who is appointed by a shareholder, creditor or interest group (whether contractually or by resolution at a company meeting) and who has a continuing loyalty to the appointors or other interest in the appointing company
2084:
directors in this regard; and will not allow directors to escape liability by asserting that their decisions were in fact well founded. Traditionally, the law has divided conflicts of duty and interest into three sub-categories.
2169:
Directors cannot compete directly with the company without a conflict of interest arising. Similarly, they should not act as directors of competing companies, as their duties to each company would then conflict with each other.
2066:
in relation to the exercise of their powers, and cannot bind themselves to vote in a particular way at future board meetings. This is so even if there is no improper motive or purpose, and no personal advantage to the director.
1268:, or someone similarly connected to the organization. Inside directors represent the interests of the entity's stakeholders, and often have special knowledge of its inner workings, its financial or market position, and so on.
3933:
Charities should generally not compensate persons for service on the board of directors except to reimburse direct expenses of such service. ... Charities may pay reasonable compensation for services provided by officers and
1897:
meeting itself or through the prohibitively expensive process of mailing out ballots separately; in May 2009 the SEC proposed a new rule allowing shareholders meeting certain criteria to add nominees to the proxy statement.
1548:
Members of the board may be removed before their term is complete. Details on how they can be removed are usually provided in the bylaws. If the bylaws do not contain such details, the section on disciplinary procedures in
3822:
2225:
More recently, it has been suggested that both the tests of skill and diligence should be assessed objectively and subjectively; in the United
Kingdom, the statutory provisions relating to directors' duties in the new
2141:, or information. This prohibition is much less flexible than the prohibition against the transactions with the company, and attempts to circumvent it using provisions in the articles have met with limited success.
2372:
The law requires companies listed on the major stock exchanges (NYSE, NASDAQ) to have a majority of independent directors—directors who are not otherwise employed by the firm or in a business relationship with it.
1971:
countries, the powers of the board are vested in the board as a whole, and not in the individual directors. However, in instances an individual director may still bind the company by their acts by virtue of their
2117:, with the interests of those whom he is bound to protect... So strictly is this principle adhered to that no question is allowed to be raised as to the fairness or unfairness of the contract entered into..." (
1934:
votes when they did not regularly attend board meetings or received negative recommendations from a proxy advisory firm. The study also shows that companies often improve their corporate governance by removing
1302:
sometimes used for the CEO position in some organizations). Executive directors often have a specified area of responsibility in the organization, such as finance, marketing, human resources, or production.
2289:
of the company. However, more recently there have been attempts to "soften" the position, and provide for more scope for directors to act as good corporate citizens. For example, in the United
Kingdom, the
1786:
have reinforced the norm that, unless the directors are acting contrary to the law or the provisions of the Articles, the powers of conducting the management and affairs of the company are vested in them.
4336:
P. Blumberg, 'Reflections on Proposals for Corporate Reform Through Change in the Composition of the Board of Directors: "Special Interest" or "Public" Directors' (1973) 53 Boston University Law Review
3687:
2294:
requires directors of companies "to promote the success of the company for the benefit of its members as a whole" and sets out the following six factors regarding a director's duty to promote success:
4281:
1244:
The directors of an organization are the persons who are members of its board. Several specific terms categorize directors by the presence or absence of their other relationships to the organization.
2985:
1317:
An outside director is a member of the board who is not otherwise employed by or engaged with the organization, and does not represent any of its stakeholders. A typical example is a director who is
1959:
The exercise by the board of directors of its powers usually occurs in board meetings. Most legal systems require sufficient notice to be given to all directors of these meetings, and that a
2580:. They formed a new company ("Company B") to take the leases of the two new cinemas. But the lessor insisted on various stipulations, one of which was that Company B had to have a paid up
4083:
3838:
1525:
organization is one whose board is self-appointed, rather than being accountable to a base of members through elections; or in which the powers of the membership are extremely limited.
1466:, includes the selection of board members, the setting of clear board objectives, the dissemination of documents or board package to the board members, the collaborative creation of an
1922:
Some jurisdictions also permit the board of directors to appoint directors, either to fill a vacancy which arises on resignation or death, or as an addition to the existing directors.
2463:
2041:
of the company to disenfranchise voting rights attached to shares for failure to properly comply with notice served on the shareholders. Prior to that case the leading authority was
1490:
A board of directors conducts its meetings according to the rules and procedures contained in its governing documents. These procedures may allow the board to conduct its business by
104:
In an organization with voting members, the board is accountable to, and may be subordinate to, the organization's full membership, which usually elect the members of the board. In a
4013:
3869:
1951:
had found new positions as directors. The SEC sometimes imposes a ban (a "D&O bar") on serving on a board as part of its fraud cases, and one of these was upheld in 2013.
1762:
4379:
KJ Hopt and PC Leyens, 'Board Models in Europe – Recent Developments of Internal Corporate Governance Structures in Germany, the United Kingdom, France, and Italy' (2004)
3548:
2576:
In summary, the facts were as follows: Company A owned a cinema, and the directors decided to acquire two other cinemas with a view to selling the entire undertaking as a
1665:
and too much power being concentrated in the hands of one person. There is a strong parallel here with the structure of government, which tends to separate the political
3391:
1236:. However, in membership organizations, the members elect the president of the organization and the president becomes the board chair, unless the by-laws say otherwise.
2427:
time, scholars have found that individual directors have a large effect on major corporate initiatives such as mergers and acquisitions and cross-border investments.
2317:
This represents a considerable departure from the traditional notion that directors' duties are owed only to the company. Previously in the United Kingdom, under the
2129:
In many countries, there is also a statutory duty to declare interests in relation to any transactions, and the director can be fined for failing to make disclosure.
1298:
An inside director who is employed as a manager or executive of the organization is sometimes referred to as an executive director (not to be confused with the title
3962:
3129:
2519:
In the United Kingdom, see section 304(1) of the Companies Act 1985. A private company cannot use a written resolution under section 381A – a meeting must be held.
2438:
has been the subject of much criticism in recent years. Governments and corporations have responded with measures such as legislation mandating gender quotas and
2418:
do. 80% of nonprofit organizations require board members to personally contribute to the organization. As of 2007, this percentage had increased in recent years.
3779:
2481:
2435:
2178:
Traditionally, the level of care and skill which has to be demonstrated by a director has been framed largely with reference to the non-executive director. In
3695:
2989:
2971:
3797:
2285:
Historically, directors' duties have been owed almost exclusively to the company and its members, and the board was expected to exercise its powers for the
132:
with no general voting membership, the board is the supreme governing body of the institution, and its members are sometimes chosen by the board itself.
2809:
1163:
3297:
1884:. For publicly traded companies in the U.S., the directors which are available to vote on are largely selected by either the board as a whole or a
2892:
2777:
2030:
faith. Greater difficulties arise where the director, while acting in good faith, is serving a purpose that is not regarded by the law as proper.
2390:
While a board may have several committees, two—the compensation committee and audit committee—are critical and must be made up of at least three
1463:
1753:
company, and that the board of directors merely acted as an agent of the company subject to the control of the shareholders in general meeting.
4116:
4092:
4046:
3995:
3846:
2468:
1837:
1709:
1510:
The responsibilities of a board of directors vary depending on the nature and type of business entity and the laws applying to the entity (see
1419:
1357:– an inside director who is also an executive with the organization. The term is also used, in a completely different sense, to refer to a CEO
1645:
In some European and Asian countries, there are two separate boards, an executive board (or management board) for day-to-day business and a
1256:, a position that does not carry any executive authority and represents recognition of the person's corporate governorship and performance.
1294:
Representatives of other stakeholders such as labor unions, major lenders, or members of the community in which the organization is located
4411:
3745:
2407:
2188:"a director need not exhibit in the performance of his duties a greater degree of skill than may reasonably be expected from a person of
1475:
4022:
4880:
4484:
3877:
3925:
2001:
Because directors exercise control and management over the organization, but organizations are (in theory) run for the benefit of the
2946:
3588:
2158:
And accordingly, the directors were required to disgorge the profits that they made, and the shareholders received their windfall.
1792:
1775:
1880:
In most legal systems, the appointment and removal of directors is voted upon by the shareholders in general meeting or through a
1766:
2 Ch 34 that the division of powers between the board and the shareholders in general meaning depended on the construction of the
2725:
2410:
in the United States estimated that directors averaged 4.3 hours a week on board work. Surveys have indicated that about 20% of
1215:
The legal responsibilities of boards and board members vary with the nature of the organization, and between jurisdictions. For
4351:
4173:
101:. These authorities may specify the number of members of the board, how they are to be chosen, and how often they are to meet.
3388:
2150:
All ER 378 the House of Lords, in upholding what was regarded as a wholly unmeritorious claim by the shareholders, held that:
2005:, the law imposes strict duties on directors in relation to the exercise of their duties. The duties imposed on directors are
1321:
of a firm in a different industry. Outside directors are not employees of the company or affiliated with it in any other way.
4397:
2658:
2238:
In most jurisdictions, the law provides for a variety of remedies in the event of a breach by the directors of their duties:
1156:
232:
3518:
52:
3637:
2206:
2097:
or conflict of duty is purely hypothetical, the directors can be forced to disgorge all personal gains arising from it. In
1797:
1757:
3971:
3448:
Cai, Jay; Garner, Jacqueline; Walkling, Ralph (2010). "Shareholder Access to the Boardroom: A Survey of Recent Evidence".
2382:
directors, and qualifications for directors (e.g. whether board members must be individuals or may be business entities).
4233:
3126:
2274:
2180:
1809:
It has been remarked that this development in the law was somewhat surprising at the time, as the relevant provisions in
4060:
1187:(of which the titles vary from organization to organization; the chief executive may be titled chief executive officer,
4627:
2550:
Although as Gower points out, as well understood as the rule is, there is a paucity of authority on the point. But see
860:
39:
3502:
1253:
3094:
3042:
See specifically Tutelman and Hause, The Balance Point: New Ways Business Owners Can Use Boards (2008 Famille Press).
3003:
2102:
1867:
1739:
1567:, directors are elected to represent and are legally obligated as fiduciaries to represent owners of the company—the
1449:
717:
3064:
4431:
Website of the board of a large U.S. university, illustrating a typical board's composition, duties, concerns, etc.
4387:
3327:
2037:
decision in Eclairs Group Ltd v JKX Oil & Gas plc (2015). The case concerned the powers of directors under the
1149:
766:
4448:
2924:"Does the Number of Interlocking Directors Influence a Firm's Financial Performance? An Exploratory Meta-Analysis"
4803:
3801:
3783:
45:"The Board of Directors" redirects here. For the album by the Mills Brothers with Count Basie and orchestra, see
2137:
Directors must not, without the informed consent of the company, use for their own profit the company's assets,
1571:/stockholders. In this capacity they establish policies and make decisions on issues such as whether there is
4477:
2360:
of 2002 has introduced new standards of accountability on boards of U.S. companies or companies listed on U.S.
1948:
46:
1938:
or classified boards and by reducing excessive CEO pay after their directors receive low shareholder support.
4617:
1977:
1767:
1371:– an individual who acts as a director of the company but has not actually or validly been appointed as such.
1137:
882:
792:
443:
4130:
Money for Nothing: How the Failure of Corporate Boards is Ruining American Business and Costing Us Trillions
4921:
4737:
4512:
3765:
3197:
2805:
2054:
Not all jurisdictions recognised the "proper purpose" duty as separate from the "good faith" duty however.
2043:
2034:
1000:
786:
614:
17:
4430:
4916:
4798:
4702:
4667:
4507:
3290:
2406:
companies received median pay of $ 234,000 in 2011. Directorship is a part-time job. A 2011 study by the
2146:
1318:
1188:
990:
877:
827:
35:
120:(such as Germany and Sweden), the workers of a corporation elect a set fraction of the board's members.
3717:
3159:
2900:
2774:
1591:
Theoretically, the control of a company is divided between two bodies: the board of directors, and the
1551:
1020:
3192:
1606:
Another feature of boards of directors in large public companies is that the board tends to have more
1343:– a director who, in addition to serving on the board, has a meaningful connection to the organization
4687:
4622:
4470:
4456:
2797:
2262:
1219:, these responsibilities are typically much more rigorous and complex than for those of other types.
1025:
804:
746:
448:
280:
2789:
1621:
the directors, with shareholders normally following management recommendations and voting for them.
1351:– a director who, other than serving on the board, has no meaningful connections to the organization
4742:
4717:
4672:
4637:
4632:
4597:
4557:
4552:
4547:
4527:
3912:
2510:
In the United Kingdom it is 28 days' notice, see sections 303(2) and 379 of the Companies Act 1985.
2458:
2364:. Under the act, directors risk large fines and prison sentences in the case of accounting crimes.
2033:
The seminal authority in the United Kingdom in relation to what amounts to a proper purpose is the
1511:
1392:
1286:
1040:
1015:
751:
461:
395:
365:
116:, and the board has ultimate responsibility for the management of the corporation. In nations with
4317:
1964:
minority of directors might have persuaded the majority to change their minds and vote otherwise.
1337:– a person appointed to serve on the board of an organization, such as an institution or business.
4931:
4747:
4727:
4677:
4657:
4642:
4612:
4602:
4592:
4587:
4517:
4190:
Stroup, Caleb (28 November 2015). "International Deal Experience and Cross-Border Acquisitions".
2038:
1935:
1889:
1849:
1721:
1431:
1282:
1233:
1030:
1010:
995:
950:
776:
521:
501:
452:
438:
433:
429:
390:
184:
124:
2161:
The decision has been followed in several subsequent cases, and is now regarded as settled law.
4936:
4875:
4793:
4732:
4722:
4697:
4647:
4567:
4537:
3436:
SEC Votes to Propose Rule Amendments to Facilitate Rights of Shareholders to Nominate Directors
2822:
2415:
2357:
2310:
The desirability of the company maintaining a reputation for high standards of business conduct
2222:
This was a dual subjective and objective test, and one deliberately pitched at a higher level.
2214:
related only to skill, and not to diligence. With respect to diligence, what was required was:
1538:
1361:
1090:
1075:
1005:
867:
771:
420:
320:
300:
290:
255:
109:
75:
4219:
3742:
1228:(often now called the "chair" or "chairperson"), who holds whatever title is specified in the
1180:
Governing the organization by establishing broad policies and setting out strategic objectives
85:
The powers, duties, and responsibilities of a board of directors are determined by government
4926:
4707:
4692:
4682:
4662:
4582:
4562:
4542:
4522:
3371:
2965:
2848:
2369:
directors more than half of whom are outside directors, one of whom is a "financial expert".
2138:
1576:
1534:
1479:
972:
854:
842:
734:
727:
702:
664:
639:
589:
496:
457:
205:
129:
3916:
2785:
2304:
The need to foster the company's business relationships with suppliers, customers and others
1845:
1782:
AC 442 and has since received general acceptance. Under English law, successive versions of
1717:
1427:
4870:
4778:
4607:
4577:
4249:"The Multiplicity of Regulatory Responses to Remedy the Gender Imbalance on Company Boards"
3607:
2923:
2411:
2391:
2094:
1992:
1973:
1905:
1885:
1666:
1662:
1658:
1614:
1312:
1035:
960:
945:
832:
822:
799:
739:
707:
609:
551:
313:
210:
2870:
2394:
and no inside directors. Other common committees in boards are nominating and governance.
1661:
by the supervisory board and allows for clear lines of authority. The aim is to prevent a
1653:. These two roles are always held by different people. This ensures a distinction between
1264:
An inside director is a director who is also an employee, officer, chief executive, major
8:
4941:
4532:
3413:
2801:
1216:
1205:
1117:
1100:
1085:
935:
912:
897:
817:
781:
756:
712:
584:
574:
556:
424:
380:
295:
275:
67:
3670:
3645:
2 AC 46 (corporate opportunity, which again, the company itself had declined to take up)
4788:
4712:
4572:
4309:
4207:
3484:
3164:
2453:
2318:
2291:
2242:
2227:
1943:
1299:
1192:
1080:
955:
940:
907:
902:
892:
887:
837:
761:
669:
634:
3145:
2793:
2733:
2622:
2009:
duties, similar to those that the law imposes on those in similar positions of trust:
4895:
4890:
4885:
4773:
4752:
4393:
4342:
4313:
4301:
4215:
4211:
4142:
4110:
4040:
3989:
3480:
3177:
2439:
2286:
2257:
1650:
1646:
1495:
1391:
Individual directors often serve on more than one board. This practice results in an
1377:– an individual who acts as a director of the company but is not a named director (a
1252:
Corporations often appoint a former senior executive and ex-board member as honorary
1060:
967:
923:
849:
722:
629:
599:
536:
330:
105:
79:
31:
3593:
2770:
2699:
2071:
taking the future actions (although that may involve a breach by the company of the
4293:
4260:
4199:
4165:
4157:
3656:
3488:
3476:
3435:
3270:
3237:
3206:
3173:
2938:
2647:
2365:
1996:
1927:
1912:
1630:
1467:
1347:
1112:
930:
872:
697:
692:
654:
491:
486:
245:
154:
4459:. They operate with two domains Boardroomeducation.com and globalboardadvisors.com
3210:
1183:
Selecting, appointing, supporting, reviewing the performance, and terminating the
4844:
4834:
4829:
4783:
4652:
4493:
4452:
3749:
3395:
3133:
2781:
1901:
1881:
1596:
1491:
1184:
1065:
917:
810:
674:
604:
594:
511:
408:
375:
340:
260:
240:
117:
3259:"Military directors and stock price informativeness: What's all the fuss about?"
2184:
Ch 407, it was expressed in purely subjective terms, where the court held that:
1947:
noted that several directors who had overseen companies which had failed in the
4808:
4009:
3275:
3258:
3242:
3225:
2361:
1813:(as it was then) seemed to contradict this approach rather than to endorse it.
1774:
The new approach did not secure immediate approval, but it was endorsed by the
1600:
1564:
1095:
624:
619:
546:
541:
531:
385:
360:
335:
4161:
2501:
For example, in the United Kingdom, see section 303 of the Companies Act 1985.
1941:
Board accountability to shareholders is a recurring issue. In September 2010,
1365:– a director (inside or outside) who is not an executive with the organization
4910:
4305:
4297:
4068:
3291:"Using the OECD Principles for Corporate Governance: A Boardroom Perspective"
2581:
2577:
2528:
In the United Kingdom, see sections 303(2) and (3) of the Companies Act 1985.
2048:
1670:
1617:
among both institutional investors and individuals with small shareholdings.
1580:
1070:
506:
353:
90:
4374:
Comparative Corporate Governance: The State of the Art and Emerging Research
3389:
Corporate governance and firm value: The impact of the 2002 governance rules
3372:
CEO involvement in the selection of new board members: An empirical analysis
2942:
2307:
The impact of the company's operations on the community and the environment
2218:"such care as an ordinary man might be expected to take on his own behalf."
2010:
649:
526:
516:
228:
94:
3102:
3011:
4768:
3958:
3688:"Global Board Portal Market Growth, Leading Players And Forecast To 2023"
3072:
2403:
2132:
2002:
1915:, a fixed fraction of the board is elected by the corporation's workers.
1592:
1568:
1471:
1276:
1265:
1105:
644:
285:
270:
265:
113:
86:
4403:
2700:"Overview of Roles and Responsibilities of Corporate Board of Directors"
30:"Board room" and "board of trustees" redirect here. For other uses, see
4849:
4839:
4824:
4445:
4282:"Pathways to Power: Class, Hyper-Agency and the French Corporate Elite"
4203:
2253:
2063:
1968:
1654:
1522:
198:
4236:. Executive Education Journal - International Institute of Management.
4169:
4015:
National Board Governance Survey for Not-for-Profit Organizations 2007
3467:
Cai, J.; Garner, J. L.; Walkling, R. A. (2009). "Electing Directors".
4265:
4248:
2627:
Commonwealth of Virginia, State Corporation Commission, Business FAQs
2006:
1291:
Large shareholders (who may or may not also be employees or officers)
579:
481:
474:
4427:— UK professional body for non-executive directors and board members
3447:
1211:
Setting the salaries, compensation and benefits of senior management
4462:
4380:
4369:
2474:
2266:
2072:
2062:
Directors cannot, without the consent of the company, fetter their
2047:
AC 821. The case concerned the power of the directors to issue new
1608:
1572:
1224:
415:
370:
161:
71:
4457:
https://www.aacsb.edu/businesses/business-membership/find-a-member
4344:
Leading with intent: A national index of nonprofit board practices
3718:"Board & Committee Meetings | Board Portal Software | OnBoard"
2464:
Governing boards of colleges and universities in the United States
3296:. Organisation for Economic Co-operation and Development (OECD).
2567:
In the United Kingdom, see section 317 of the Companies Act 1985.
2247:
2014:
1810:
1783:
250:
98:
4280:
Maclean, Mairi; Harvey, Charles; Kling, Gerhard (1 June 2014).
1960:
1893:
1625:
1499:
1229:
1132:
4234:"Corporate Governance: How To Evaluate The Board of Directors"
1708:
deal primarily with the United Kingdom and do not represent a
4424:
3823:
Compensation Committee Structure, Function and Best Practices
1836:
deal primarily with the United States and do not represent a
1763:
Automatic Self-Cleansing Filter Syndicate Co Ltd v Cuninghame
1418:
deal primarily with the United States and do not represent a
1053:
215:
3549:
Breckland Group Holdings Ltd v London and Suffolk Properties
2204:
However, a more modern approach has since developed, and in
2078:
2681:
2679:
1681:
1680:
Board structures and procedures vary both within and among
1381:
director) and does not claim or purport to act as director.
1222:
Typically, the board chooses one of its members to be the
56:
Center for Interfaith Relations Board of Directors meeting
4435:
3939:
3892:
1900:
In practice for publicly traded companies, the managers (
1198:
Ensuring the availability of adequate financial resources
659:
4370:
The German Two-Tier Board: Experience, Theories, Reforms
3911:
2769:
This section was developed from numerous definitions in
2676:
2298:
The likely consequences of any decision in the long term
1470:
for the meeting, the creation and follow-up of assigned
4440:
3918:
Governance and Related Topics - 501(c)(3) Organizations
3800:. harborcompliance.com. 27 January 2014. Archived from
3519:
SEC Wins D&O Bar Against Alleged Hedge Fund Scammer
2753:
2751:
2482:
Worker representation on corporate boards of directors
2436:
gender representation on corporate boards of directors
2313:
The need to act fairly as between members of a company
2173:
2133:
Use of corporate property, opportunity, or information
1462:
The process for running a board, sometimes called the
3782:. harborcompliance.com. 22 April 2014. Archived from
3095:"Frequently Asked Questions about RONR (Question 20)"
3045:
3004:"Frequently Asked Questions about RONR (Question 19)"
2648:"Chapter 181, Nonstock Corporations (Sect. 181.0804)"
1217:
companies with shares publicly listed for negotiation
4143:"Director Histories and the Pattern of Acquisitions"
3065:"Frequently Asked Questions about RONR (Question 2)"
2748:
2057:
1579:
distributed to employees, and the hiring/firing and
3641:(1973) 40 DLR (3d) 371 (corporate opportunity) and
3157:
4392:(11th ed.). Philadelphia, PA: Da Capo Press.
4279:
3193:"Board overconfidence in mergers and acquisitions"
2885:
2732:. Institute on Governance (Canada). Archived from
2603:
2537:This division was rejected in British Columbia in
1281:Other executives of the organization, such as its
3466:
3366:
3364:
3362:
2970:: CS1 maint: DOI inactive as of September 2024 (
4908:
3418:The Harvard John M. Olin Discussion Paper Series
3412:Hirst, Scott; Bebchuk, Lucian (1 January 2010).
3101:. The Robert's Rules Association. Archived from
3071:. The Robert's Rules Association. Archived from
3010:. The Robert's Rules Association. Archived from
2087:
1275:A chief executive officer (CEO) who may also be
3503:Companies May Fail, but Directors Are in Demand
1176:Typical duties of boards of directors include:
4150:Journal of Financial and Quantitative Analysis
4140:
3414:"Private Ordering and the Proxy Access Debate"
3359:
3190:
2863:
2469:Parliamentary procedure in the corporate world
2233:
4478:
3648:
3263:Review of Quantitative Finance and Accounting
3230:Review of Quantitative Finance and Accounting
3146:Fees, CEO Evaluation, and Ownership Structure
3127:Titles Associated with Executive Compensation
3099:The Official Robert's Rules of Order Web Site
3069:The Official Robert's Rules of Order Web Site
3008:The Official Robert's Rules of Order Web Site
2164:
2093:is so strictly enforced that, even where the
2024:
1930:" which also acts as a deterrent to removal.
1834:The examples and perspective in this section
1706:The examples and perspective in this section
1416:The examples and perspective in this section
1157:
4091:, Washington, DC, p. 12, archived from
3411:
2414:pay their board members, and 2% of American
4436:National Association of Corporate Directors
4340:
4085:BoardSource nonprofit governance index 2010
4081:
3970:, Washington, DC, p. 4, archived from
3957:
3945:
3898:
3870:"Board Compensation: To Pay or Not to Pay?"
3633:Industrial Development Consultants v Cooley
3223:
2841:
2408:National Association of Corporate Directors
1624:In most cases, serving on a board is not a
1528:
1476:National Association of Corporate Directors
4881:List of business and finance abbreviations
4485:
4471:
4115:: CS1 maint: location missing publisher (
4045:: CS1 maint: location missing publisher (
3994:: CS1 maint: location missing publisher (
3256:
3158:Eliezer M., Fich; Shidasani, Anil (2006).
2556:Dawson International plc v Coats Paton plc
1852:, or create a new section, as appropriate.
1724:, or create a new section, as appropriate.
1434:, or create a new section, as appropriate.
1164:
1150:
27:Type of governing body for an organisation
4264:
3876:. Philanthropy Roundtable. Archived from
3589:Eclairs Group Ltd v JKX Oil & Gas plc
3274:
3241:
2210:BCLC 498 the court held that the rule in
1868:Learn how and when to remove this message
1793:John Shaw & Sons (Salford) Ltd v Shaw
1740:Learn how and when to remove this message
1450:Learn how and when to remove this message
4021:, Chicago, IL, p. 9, archived from
4008:
3867:
3861:
3224:Kind, Axel; Volonte, Christophe (2024).
3191:Twardawski, Torsten; Kind, Axel (2023).
2333:
2301:The interests of the company's employees
1398:
51:
4455:GBAC is AACSB Business Alliance Member
4141:Rousseau, Peter; Stroup, Caleb (2015).
3833:
3831:
3536:Re Portuguese Consolidated Copper Mines
3257:Nawaz, Tasawar; Nawaz, Tahseen (2024).
1816:
1505:
14:
4909:
4386:Robert, Henry M.; et al. (2011).
4385:
4246:
4189:
3760:
3758:
3122:
3120:
3051:
2757:
2685:
2609:
2021:such a duty in certain circumstances.
1677:officers, division/subsidiary heads).
4466:
4389:Robert's Rules of Order Newly Revised
3931:from the original on 9 October 2022,
3839:"Company directors see pay skyrocket"
3768:. investopedia.com. 29 February 2008.
3682:
3680:
3387:Chhaochharia V, Grinstein Y. (2007).
3160:"Are Busy Boards Effective Monitors?"
2351:
2271:Restoration of the company's property
2075:that the board previously approved).
1954:
1790:The modern doctrine was expressed in
1760:had made it clear in the decision of
4492:
4179:from the original on 9 October 2022.
3868:Schambra, William A. (Winter 2008).
3828:
3798:"U.S. Nonprofit Governance by State"
3790:
3780:"U.S. Corporate Governance by State"
3772:
3303:from the original on 18 October 2013
2921:
2815:
2697:
2207:Dorchester Finance Co Ltd v Stebbing
1820:
1692:
1402:
123:The board of directors appoints the
70:that supervises the activities of a
4357:from the original on 9 October 2022
3766:"Evaluating The Board of Directors"
3755:
3635:1 WLR 443 (corporate information),
3117:
2952:from the original on 9 October 2022
2823:"The Honorary President definition"
2664:from the original on 9 October 2022
2181:Re City Equitable Fire Insurance Co
2174:Common law duties of care and skill
1498:means. They may also specify how a
1306:
1247:
24:
3677:
2996:
2230:have been codified on this basis.
2113:, a personal interest conflicting
1640:
1259:
1208:for the organization's performance
40:board of trustees (disambiguation)
25:
4953:
4418:
3845:. 26 October 2011. Archived from
3722:Passageways Board Portal Software
3638:Canadian Aero Service v. O'Malley
3370:Shivdasani A, Yermack D. (1999).
2788:, The Free Dictionary by Farlex (
2623:"How are the directors selected?"
2280:
1485:
1138:Business and economics portal
4372:' in KJ Hopt and others. (eds),
4082:BoardSource (17 November 2010),
3964:Recommended governance practices
3481:10.1111/j.1540-6261.2009.01504.x
3328:Isle of Wight Rly Co v Tahourdin
3178:10.1111/j.1540-6261.2006.00852.x
2346:
1825:
1697:
1581:compensation of upper management
1407:
1328:
1131:
4446:GBAC Global Board Advisors Corp
4273:
4247:Senden, Linda (December 2014).
4240:
4226:
4183:
4134:
4123:
4075:
4053:
4002:
3951:
3904:
3816:
3735:
3710:
3663:
3626:
3614:
3599:
3581:
3567:
3555:
3541:
3524:
3512:
3495:
3460:
3441:
3428:
3405:
3381:
3346:
3334:
3315:
3283:
3250:
3217:
3184:
3151:
3139:
3087:
3057:
3036:
3026:
2978:
2915:
2570:
2561:
2544:
2531:
2522:
2513:
2504:
2495:
2478:, German for 'management board'
2397:
2147:Regal (Hastings) Ltd v Gulliver
2079:"Conflict of duty and interest"
1558:
142:board of directors and advisors
2945:(inactive 11 September 2024).
2931:American Journal of Management
2763:
2718:
2706:. Authenticity Consulting, LLC
2691:
2640:
2615:
2115:or which possibly may conflict
1271:Typical inside directors are:
135:
89:(including the jurisdiction's
47:The Board of Directors (album)
13:
1:
3211:10.1016/j.jbusres.2023.114026
3136:| Compensation Resources Inc.
2592:
2385:
2325:Board of directors technology
2105:stated in his judgment that:
2088:Transactions with the company
1908:) are nominated and elected.
1586:
793:management information system
444:Chief human resources officer
93:) and the organization's own
4341:BoardSource (January 2015),
3501:Craig S, Lattman P. (2010).
3198:Journal of Business Research
2597:
2421:
2192:knowledge and experience." (
2044:Howard Smith Ltd v Ampol Ltd
1239:
787:Enterprise resource planning
615:Financial statement analysis
169:. It may also be called the
7:
4412:The Case for a Social Board
4410:Acre Resources LTD (2018),
3743:The Case for a Social Board
3741:Acre Resources LTD (2018),
3148:By Joshua Kennon, About.com
2655:Wisconsin Statutes Database
2446:
2234:Remedies for breach of duty
1848:, discuss the issue on the
1720:, discuss the issue on the
1657:by the executive board and
1430:, discuss the issue on the
36:board room (disambiguation)
10:
4958:
4350:, Washington, DC: Author,
4330:
3924:, Washington, DC: Author,
3450:Journal of Applied Finance
3276:10.1007/s11156-023-01240-6
3243:10.1007/s11156-024-01266-4
3226:"Locally-rooted directors"
2165:Competing with the company
1990:
1949:2007–2008 financial crisis
1780:Quin & Axtens v Salmon
1688:
1310:
44:
29:
4858:
4817:
4761:
4500:
4441:Institute of Directors UK
4162:10.1017/s0022109015000289
3621:Teck Corporation v Millar
3354:Principles of Company Law
3323:Principles of Company Law
3132:17 September 2012 at the
2726:"Basic Role of the Board"
2539:Teck Corporation v Millar
1986:
449:Chief information officer
281:Limited liability company
4298:10.1177/0170840613509919
3913:Internal Revenue Service
2810:Economics-dictionary.com
2802:"non-executive director"
2488:
2459:Celebrity board director
1535:membership organizations
1529:Membership organizations
1512:types of business entity
1393:interlocking directorate
1287:executive vice president
1201:Approving annual budgets
462:Chief technology officer
396:Mergers and acquisitions
366:Constitutional documents
191:Management of a business
176:
4804:Representative director
2943:10.33423/ajm.v17i2.1757
2704:Free Management Library
2541:(1972) 33 DLR (3d) 288.
2416:nonprofit organizations
2376:
2058:"Unfettered discretion"
2039:articles of association
1890:New York Stock Exchange
1888:. Although in 2002 the
1768:articles of association
1758:English Court of Appeal
1552:Robert's Rules of Order
1283:chief financial officer
1234:articles of association
522:Environmental economics
502:International economics
453:Chief marketing officer
439:Chief financial officer
434:Chief operating officer
430:Chief executive officer
391:International trade law
185:Business administration
125:chief executive officer
110:non-executive directors
4876:Executive compensation
4794:Non-executive director
3748:9 October 2018 at the
3623:(1972) 33 DLR (3d) 288
3596: (2 December 2015)
3594:[2015] UKSC 71
3534:(1877) 5 Ch D 963 and
3400:The Journal of Finance
2922:Lamb, Nai Hua (2017).
2775:BusinessDictionary.com
1807:
1756:However, by 1906, the
1539:annual general meeting
1362:Non-executive director
1091:International business
1076:Business judgment rule
421:Chief business officer
321:Annual general meeting
301:State-owned enterprise
291:Privately held company
76:nonprofit organization
57:
4451:11 April 2021 at the
4065:leadingwithintent.org
3874:Philanthropy Magazine
3343:Cozens-Hardy LJ at 44
3331:(1884) LR 25 Ch D 320
2412:nonprofit foundations
2392:independent directors
2334:The board and society
2101:(1854) 1 Macq HL 461
2099:Aberdeen Ry v Blaikie
1906:conflicts of interest
1802:
1565:publicly held company
1502:is to be determined.
1482:and The Board Group.
1399:Process and structure
767:Customer relationship
703:Business intelligence
665:Financial institution
640:International finance
590:Cash conversion cycle
497:Development economics
458:Chief product officer
206:Management accounting
130:non-stock corporation
55:
4871:Corporate governance
4818:Mid-level executives
4779:Development director
4628:Information security
4323:on 19 November 2018.
4286:Organization Studies
3608:Hogg v Cramphorn Ltd
3394:11 June 2010 at the
2992:on 20 February 2009.
2893:"Executive Director"
2849:"Executive Director"
2806:Macmillan Dictionary
2794:"executive director"
2780:3 March 2011 at the
2095:conflict of interest
1974:ostensible authority
1886:nominating committee
1846:improve this section
1817:Election and removal
1718:improve this section
1669:from the management
1663:conflict of interest
1615:shareholder activism
1575:and how much it is,
1506:Non-corporate boards
1428:improve this section
1313:Independent director
708:Business development
552:Economic development
314:Corporate governance
211:Financial accounting
140:Other names include
4922:Corporate directors
4028:on 17 November 2008
4012:(7 November 2007),
3961:(12 October 2016),
3915:(4 February 2008),
3671:"Director's duties"
2897:Business Dictionary
2736:on 30 December 2007
2343:and civil society.
1118:Business statistics
1101:International trade
1086:Business operations
782:Electronic business
687:Types of management
575:Financial statement
557:Economic statistics
425:Chief brand officer
381:Corporate liability
296:Sole proprietorship
276:Joint-stock company
112:are elected by the
68:executive committee
4917:Board of directors
4866:Board of directors
4789:Executive director
4406:on 13 August 2017.
4381:EGCI Working Paper
4253:Utrecht Law Review
4204:10.1111/ecin.12365
3804:on 1 February 2014
3786:on 17 August 2018.
3698:on 10 January 2020
3538:(1889) 42 Ch D 160
3507:The New York Times
3469:Journal of Finance
3376:Journal of Finance
3325:(6th ed.), citing
3165:Journal of Finance
2871:"Outside Director"
2798:"outside director"
2698:McNamara, Carter.
2688:, p. 481–483.
2454:Alternate director
2358:Sarbanes–Oxley Act
2352:Sarbanes–Oxley Act
2319:Companies Act 1985
2292:Companies Act 2006
2243:Account of profits
2228:Companies Act 2006
1955:Exercise of powers
1944:The New York Times
1911:In countries with
1355:Executive director
1300:executive director
1277:chair of the board
1204:Accounting to the
1193:executive director
1081:Consumer behaviour
883:Product life-cycle
670:Capital management
635:Managerial finance
326:Board of directors
146:board of governors
64:board of directors
58:
4904:
4903:
4896:Talent management
4891:Supervisory board
4886:Senior management
4774:Creative director
4762:Senior executives
4399:978-0-306-82020-5
4098:on 17 August 2018
4071:on 13 March 2016.
3643:Boardman v Phipps
3562:Percival v Wright
3434:SEC. (May 2009).
3356:(6th ed.) at 185.
2790:"inside director"
2730:Governance Basics
2440:comply or explain
2287:financial benefit
2275:Summary dismissal
1993:Directors' duties
1878:
1877:
1870:
1750:
1749:
1742:
1651:managing director
1647:supervisory board
1631:Tiffany & Co.
1460:
1459:
1452:
1369:De facto director
1174:
1173:
1061:Business analysis
630:Corporate finance
600:Capital budgeting
537:Knowledge economy
331:Supervisory board
167:board of visitors
150:board of managers
106:stock corporation
80:government agency
32:supervisory board
16:(Redirected from
4949:
4494:Corporate titles
4487:
4480:
4473:
4464:
4463:
4407:
4402:. Archived from
4376:(Clarendon 1998)
4365:
4364:
4362:
4356:
4349:
4325:
4324:
4322:
4316:. Archived from
4277:
4271:
4270:
4268:
4266:10.18352/ulr.300
4244:
4238:
4237:
4230:
4224:
4223:
4192:Economic Inquiry
4187:
4181:
4180:
4178:
4147:
4138:
4132:
4127:
4121:
4120:
4114:
4106:
4105:
4103:
4097:
4090:
4079:
4073:
4072:
4067:. Archived from
4057:
4051:
4050:
4044:
4036:
4035:
4033:
4027:
4020:
4006:
4000:
3999:
3993:
3985:
3984:
3982:
3976:
3969:
3955:
3949:
3946:BoardSource 2015
3943:
3937:
3936:
3930:
3923:
3908:
3902:
3899:BoardSource 2015
3896:
3890:
3889:
3887:
3885:
3865:
3859:
3858:
3856:
3854:
3835:
3826:
3820:
3814:
3813:
3811:
3809:
3794:
3788:
3787:
3776:
3770:
3769:
3762:
3753:
3739:
3733:
3732:
3730:
3728:
3714:
3708:
3707:
3705:
3703:
3694:. Archived from
3684:
3675:
3674:
3667:
3661:
3657:Theodore Goddard
3652:
3646:
3630:
3624:
3618:
3612:
3603:
3597:
3585:
3579:
3571:
3565:
3559:
3553:
3545:
3539:
3530:See for example
3528:
3522:
3516:
3510:
3499:
3493:
3492:
3475:(5): 2387–2419.
3464:
3458:
3457:
3445:
3439:
3432:
3426:
3425:
3409:
3403:
3385:
3379:
3368:
3357:
3350:
3344:
3338:
3332:
3319:
3313:
3312:
3310:
3308:
3302:
3295:
3287:
3281:
3280:
3278:
3269:(4): 1505–1523.
3254:
3248:
3247:
3245:
3221:
3215:
3214:
3188:
3182:
3181:
3155:
3149:
3143:
3137:
3124:
3115:
3114:
3112:
3110:
3091:
3085:
3084:
3082:
3080:
3061:
3055:
3049:
3043:
3040:
3034:
3030:
3024:
3023:
3021:
3019:
3000:
2994:
2993:
2988:. Archived from
2982:
2976:
2975:
2969:
2961:
2959:
2957:
2951:
2928:
2919:
2913:
2912:
2910:
2908:
2899:. Archived from
2889:
2883:
2882:
2880:
2878:
2867:
2861:
2860:
2858:
2856:
2845:
2839:
2838:
2836:
2834:
2819:
2813:
2767:
2761:
2755:
2746:
2745:
2743:
2741:
2722:
2716:
2715:
2713:
2711:
2695:
2689:
2683:
2674:
2673:
2671:
2669:
2663:
2652:
2644:
2638:
2637:
2635:
2633:
2619:
2613:
2607:
2586:
2574:
2568:
2565:
2559:
2548:
2542:
2535:
2529:
2526:
2520:
2517:
2511:
2508:
2502:
2499:
2366:Internal control
2265:of the relevant
2025:"Proper purpose"
1997:Fiduciary duties
1928:golden parachute
1913:co-determination
1902:inside directors
1873:
1866:
1862:
1859:
1853:
1829:
1828:
1821:
1745:
1738:
1734:
1731:
1725:
1701:
1700:
1693:
1601:public companies
1455:
1448:
1444:
1441:
1435:
1411:
1410:
1403:
1385:Nominee director
1348:Outside director
1307:Outside director
1248:Honorary members
1166:
1159:
1152:
1136:
1135:
1113:Business process
655:Financial market
492:Labour economics
487:Public economics
246:Corporation sole
181:
180:
155:board of regents
21:
4957:
4956:
4952:
4951:
4950:
4948:
4947:
4946:
4907:
4906:
4905:
4900:
4854:
4845:Product manager
4835:Account manager
4830:General manager
4813:
4784:General counsel
4757:
4618:Human resources
4496:
4491:
4453:Wayback Machine
4421:
4400:
4360:
4358:
4354:
4347:
4333:
4328:
4320:
4278:
4274:
4245:
4241:
4232:
4231:
4227:
4188:
4184:
4176:
4145:
4139:
4135:
4128:
4124:
4108:
4107:
4101:
4099:
4095:
4088:
4080:
4076:
4059:
4058:
4054:
4038:
4037:
4031:
4029:
4025:
4018:
4010:Thornton, Grant
4007:
4003:
3987:
3986:
3980:
3978:
3977:on 2 March 2017
3974:
3967:
3956:
3952:
3944:
3940:
3928:
3921:
3909:
3905:
3897:
3893:
3883:
3881:
3866:
3862:
3852:
3850:
3837:
3836:
3829:
3825:Richard E. Wood
3821:
3817:
3807:
3805:
3796:
3795:
3791:
3778:
3777:
3773:
3764:
3763:
3756:
3750:Wayback Machine
3740:
3736:
3726:
3724:
3716:
3715:
3711:
3701:
3699:
3686:
3685:
3678:
3669:
3668:
3664:
3653:
3649:
3631:
3627:
3619:
3615:
3604:
3600:
3586:
3582:
3576:Coleman v Myers
3572:
3568:
3560:
3556:
3546:
3542:
3529:
3525:
3517:
3513:
3500:
3496:
3465:
3461:
3446:
3442:
3433:
3429:
3410:
3406:
3396:Wayback Machine
3386:
3382:
3369:
3360:
3351:
3347:
3339:
3335:
3320:
3316:
3306:
3304:
3300:
3293:
3289:
3288:
3284:
3255:
3251:
3222:
3218:
3189:
3185:
3156:
3152:
3144:
3140:
3134:Wayback Machine
3125:
3118:
3108:
3106:
3105:on 15 July 2017
3093:
3092:
3088:
3078:
3076:
3075:on 15 July 2017
3063:
3062:
3058:
3050:
3046:
3041:
3037:
3031:
3027:
3017:
3015:
3014:on 15 July 2017
3002:
3001:
2997:
2986:"Board Process"
2984:
2983:
2979:
2963:
2962:
2955:
2953:
2949:
2926:
2920:
2916:
2906:
2904:
2903:on 28 June 2013
2891:
2890:
2886:
2876:
2874:
2869:
2868:
2864:
2854:
2852:
2847:
2846:
2842:
2832:
2830:
2821:
2820:
2816:
2782:Wayback Machine
2768:
2764:
2756:
2749:
2739:
2737:
2724:
2723:
2719:
2709:
2707:
2696:
2692:
2684:
2677:
2667:
2665:
2661:
2650:
2646:
2645:
2641:
2631:
2629:
2621:
2620:
2616:
2608:
2604:
2600:
2595:
2590:
2589:
2575:
2571:
2566:
2562:
2554:1 Ir R 107 and
2552:Clark v Workman
2549:
2545:
2536:
2532:
2527:
2523:
2518:
2514:
2509:
2505:
2500:
2496:
2491:
2486:
2449:
2424:
2400:
2388:
2379:
2362:stock exchanges
2354:
2349:
2336:
2283:
2250:or compensation
2236:
2176:
2167:
2135:
2090:
2081:
2060:
2027:
1999:
1991:Main articles:
1989:
1980:Turquand's Case
1957:
1882:proxy statement
1874:
1863:
1857:
1854:
1843:
1830:
1826:
1819:
1746:
1735:
1729:
1726:
1715:
1702:
1698:
1691:
1643:
1641:Two-tier system
1597:general meeting
1589:
1561:
1531:
1508:
1492:conference call
1488:
1456:
1445:
1439:
1436:
1425:
1412:
1408:
1401:
1375:Shadow director
1341:Inside director
1331:
1315:
1309:
1262:
1260:Inside director
1250:
1242:
1185:chief executive
1170:
1130:
1123:
1122:
1066:Business ethics
1056:
1046:
1045:
986:
978:
977:
688:
680:
679:
675:Venture capital
605:Commercial bank
595:Insider dealing
570:
562:
561:
512:Planned economy
477:
467:
466:
411:
409:Corporate title
401:
400:
376:Corporate crime
356:
346:
345:
341:Audit committee
316:
306:
305:
261:Holding company
241:Corporate group
236:
229:Business entity
221:
220:
201:
179:
171:executive board
138:
118:codetermination
50:
43:
28:
23:
22:
15:
12:
11:
5:
4955:
4945:
4944:
4939:
4934:
4932:Business terms
4929:
4924:
4919:
4902:
4901:
4899:
4898:
4893:
4888:
4883:
4878:
4873:
4868:
4862:
4860:
4859:Related topics
4856:
4855:
4853:
4852:
4847:
4842:
4837:
4832:
4827:
4821:
4819:
4815:
4814:
4812:
4811:
4809:Vice president
4806:
4801:
4796:
4791:
4786:
4781:
4776:
4771:
4765:
4763:
4759:
4758:
4756:
4755:
4750:
4745:
4740:
4738:Sustainability
4735:
4730:
4725:
4720:
4715:
4710:
4705:
4700:
4695:
4690:
4685:
4680:
4675:
4670:
4665:
4660:
4655:
4650:
4645:
4640:
4635:
4630:
4625:
4620:
4615:
4610:
4605:
4600:
4595:
4590:
4585:
4580:
4575:
4570:
4565:
4560:
4555:
4553:Communications
4550:
4545:
4540:
4535:
4530:
4525:
4520:
4515:
4513:Administrative
4510:
4504:
4502:
4501:Chief officers
4498:
4497:
4490:
4489:
4482:
4475:
4467:
4461:
4460:
4443:
4438:
4433:
4428:
4420:
4419:External links
4417:
4416:
4415:
4408:
4398:
4383:
4377:
4366:
4338:
4332:
4329:
4327:
4326:
4292:(6): 825–855.
4272:
4239:
4225:
4182:
4156:(4): 671–698.
4133:
4122:
4074:
4061:"Past Surveys"
4052:
4001:
3950:
3938:
3903:
3891:
3880:on 16 May 2017
3860:
3827:
3815:
3789:
3771:
3754:
3734:
3709:
3676:
3662:
3647:
3625:
3613:
3598:
3580:
3574:shareholder,"
3566:
3554:
3540:
3523:
3511:
3494:
3459:
3440:
3427:
3404:
3380:
3358:
3345:
3333:
3314:
3282:
3249:
3236:(2): 633–678.
3216:
3183:
3172:(2): 689–724.
3150:
3138:
3116:
3086:
3056:
3054:, p. 572.
3044:
3035:
3025:
2995:
2977:
2914:
2884:
2873:. Investopedia
2862:
2851:. Investopedia
2840:
2814:
2786:Dictionary.com
2762:
2760:, p. 484.
2747:
2717:
2690:
2675:
2639:
2614:
2601:
2599:
2596:
2594:
2591:
2588:
2587:
2569:
2560:
2543:
2530:
2521:
2512:
2503:
2493:
2492:
2490:
2487:
2485:
2484:
2479:
2471:
2466:
2461:
2456:
2450:
2448:
2445:
2423:
2420:
2399:
2396:
2387:
2384:
2378:
2375:
2353:
2350:
2348:
2345:
2335:
2332:
2315:
2314:
2311:
2308:
2305:
2302:
2299:
2282:
2281:Current trends
2279:
2278:
2277:
2272:
2269:
2260:
2251:
2245:
2235:
2232:
2220:
2219:
2212:Equitable Fire
2198:
2197:
2175:
2172:
2166:
2163:
2156:
2155:
2134:
2131:
2123:
2122:
2103:Lord Cranworth
2089:
2086:
2080:
2077:
2059:
2056:
2026:
2023:
1988:
1985:
1956:
1953:
1876:
1875:
1840:of the subject
1838:worldwide view
1833:
1831:
1824:
1818:
1815:
1776:House of Lords
1748:
1747:
1712:of the subject
1710:worldwide view
1705:
1703:
1696:
1690:
1687:
1642:
1639:
1588:
1585:
1560:
1557:
1530:
1527:
1507:
1504:
1487:
1486:Board meetings
1484:
1458:
1457:
1422:of the subject
1420:worldwide view
1415:
1413:
1406:
1400:
1397:
1389:
1388:
1382:
1372:
1366:
1358:
1352:
1344:
1338:
1330:
1327:
1311:Main article:
1308:
1305:
1296:
1295:
1292:
1289:
1279:
1261:
1258:
1249:
1246:
1241:
1238:
1213:
1212:
1209:
1202:
1199:
1196:
1181:
1172:
1171:
1169:
1168:
1161:
1154:
1146:
1143:
1142:
1141:
1140:
1125:
1124:
1121:
1120:
1115:
1110:
1109:
1108:
1098:
1096:Business model
1093:
1088:
1083:
1078:
1073:
1068:
1063:
1057:
1052:
1051:
1048:
1047:
1044:
1043:
1038:
1033:
1028:
1023:
1018:
1013:
1008:
1003:
998:
993:
987:
984:
983:
980:
979:
976:
975:
970:
965:
964:
963:
953:
948:
943:
938:
933:
928:
927:
926:
915:
910:
905:
900:
895:
890:
885:
880:
875:
870:
865:
864:
863:
852:
847:
846:
845:
835:
830:
825:
820:
815:
814:
813:
805:Human resource
802:
797:
796:
795:
784:
779:
774:
769:
764:
759:
754:
749:
747:Communications
744:
743:
742:
732:
731:
730:
720:
715:
710:
705:
700:
695:
689:
686:
685:
682:
681:
678:
677:
672:
667:
662:
657:
652:
647:
642:
637:
632:
627:
625:Public finance
622:
620:Financial risk
617:
612:
607:
602:
597:
592:
587:
582:
577:
571:
568:
567:
564:
563:
560:
559:
554:
549:
547:Macroeconomics
544:
542:Microeconomics
539:
534:
532:Market economy
529:
524:
519:
514:
509:
504:
499:
494:
489:
484:
478:
473:
472:
469:
468:
465:
464:
455:
446:
441:
436:
427:
418:
412:
407:
406:
403:
402:
399:
398:
393:
388:
386:Insolvency law
383:
378:
373:
368:
363:
361:Commercial law
357:
352:
351:
348:
347:
344:
343:
338:
336:Advisory board
333:
328:
323:
317:
312:
311:
308:
307:
304:
303:
298:
293:
288:
283:
278:
273:
268:
263:
258:
253:
248:
243:
237:
227:
226:
223:
222:
219:
218:
213:
208:
202:
197:
196:
193:
192:
188:
187:
178:
175:
137:
134:
26:
9:
6:
4:
3:
2:
4954:
4943:
4940:
4938:
4937:Corporate law
4935:
4933:
4930:
4928:
4925:
4923:
4920:
4918:
4915:
4914:
4912:
4897:
4894:
4892:
4889:
4887:
4884:
4882:
4879:
4877:
4874:
4872:
4869:
4867:
4864:
4863:
4861:
4857:
4851:
4848:
4846:
4843:
4841:
4838:
4836:
4833:
4831:
4828:
4826:
4823:
4822:
4820:
4816:
4810:
4807:
4805:
4802:
4800:
4797:
4795:
4792:
4790:
4787:
4785:
4782:
4780:
4777:
4775:
4772:
4770:
4767:
4766:
4764:
4760:
4754:
4751:
4749:
4746:
4744:
4741:
4739:
4736:
4734:
4731:
4729:
4726:
4724:
4721:
4719:
4716:
4714:
4711:
4709:
4706:
4704:
4703:Restructuring
4701:
4699:
4696:
4694:
4691:
4689:
4686:
4684:
4681:
4679:
4676:
4674:
4671:
4669:
4668:Merchandising
4666:
4664:
4661:
4659:
4656:
4654:
4651:
4649:
4646:
4644:
4641:
4639:
4636:
4634:
4631:
4629:
4626:
4624:
4621:
4619:
4616:
4614:
4611:
4609:
4606:
4604:
4601:
4599:
4596:
4594:
4591:
4589:
4586:
4584:
4581:
4579:
4576:
4574:
4571:
4569:
4566:
4564:
4561:
4559:
4556:
4554:
4551:
4549:
4546:
4544:
4541:
4539:
4536:
4534:
4531:
4529:
4526:
4524:
4521:
4519:
4516:
4514:
4511:
4509:
4508:Accessibility
4506:
4505:
4503:
4499:
4495:
4488:
4483:
4481:
4476:
4474:
4469:
4468:
4465:
4458:
4454:
4450:
4447:
4444:
4442:
4439:
4437:
4434:
4432:
4429:
4426:
4423:
4422:
4413:
4409:
4405:
4401:
4395:
4391:
4390:
4384:
4382:
4378:
4375:
4371:
4367:
4353:
4346:
4345:
4339:
4335:
4334:
4319:
4315:
4311:
4307:
4303:
4299:
4295:
4291:
4287:
4283:
4276:
4267:
4262:
4258:
4254:
4250:
4243:
4235:
4229:
4221:
4217:
4213:
4209:
4205:
4201:
4197:
4193:
4186:
4175:
4171:
4167:
4163:
4159:
4155:
4151:
4144:
4137:
4131:
4126:
4118:
4112:
4094:
4087:
4086:
4078:
4070:
4066:
4062:
4056:
4048:
4042:
4024:
4017:
4016:
4011:
4005:
3997:
3991:
3973:
3966:
3965:
3960:
3954:
3948:, p. 31.
3947:
3942:
3935:
3927:
3920:
3919:
3914:
3907:
3901:, p. 52.
3900:
3895:
3879:
3875:
3871:
3864:
3849:on 7 May 2016
3848:
3844:
3840:
3834:
3832:
3824:
3819:
3803:
3799:
3793:
3785:
3781:
3775:
3767:
3761:
3759:
3751:
3747:
3744:
3738:
3723:
3719:
3713:
3697:
3693:
3689:
3683:
3681:
3672:
3666:
3659:
3658:
3651:
3644:
3640:
3639:
3634:
3629:
3622:
3617:
3610:
3609:
3602:
3595:
3591:
3590:
3584:
3577:
3570:
3563:
3558:
3551:
3550:
3544:
3537:
3533:
3532:Barber's Case
3527:
3520:
3515:
3508:
3504:
3498:
3490:
3486:
3482:
3478:
3474:
3470:
3463:
3455:
3451:
3444:
3437:
3431:
3423:
3419:
3415:
3408:
3401:
3397:
3393:
3390:
3384:
3377:
3373:
3367:
3365:
3363:
3355:
3349:
3342:
3337:
3330:
3329:
3324:
3318:
3299:
3292:
3286:
3277:
3272:
3268:
3264:
3260:
3253:
3244:
3239:
3235:
3231:
3227:
3220:
3212:
3208:
3204:
3200:
3199:
3194:
3187:
3179:
3175:
3171:
3167:
3166:
3161:
3154:
3147:
3142:
3135:
3131:
3128:
3123:
3121:
3104:
3100:
3096:
3090:
3074:
3070:
3066:
3060:
3053:
3048:
3039:
3029:
3013:
3009:
3005:
2999:
2991:
2987:
2981:
2973:
2967:
2948:
2944:
2940:
2936:
2932:
2925:
2918:
2902:
2898:
2894:
2888:
2872:
2866:
2850:
2844:
2828:
2824:
2818:
2811:
2807:
2803:
2799:
2795:
2791:
2787:
2783:
2779:
2776:
2772:
2766:
2759:
2754:
2752:
2735:
2731:
2727:
2721:
2705:
2701:
2694:
2687:
2682:
2680:
2660:
2656:
2649:
2643:
2628:
2624:
2618:
2611:
2606:
2602:
2583:
2582:share capital
2579:
2578:going concern
2573:
2564:
2558:1989 SLT 655.
2557:
2553:
2547:
2540:
2534:
2525:
2516:
2507:
2498:
2494:
2483:
2480:
2477:
2476:
2472:
2470:
2467:
2465:
2462:
2460:
2457:
2455:
2452:
2451:
2444:
2441:
2437:
2434:The issue of
2432:
2428:
2419:
2417:
2413:
2409:
2405:
2402:Directors of
2395:
2393:
2383:
2374:
2370:
2367:
2363:
2359:
2347:United States
2344:
2340:
2331:
2327:
2326:
2322:
2320:
2312:
2309:
2306:
2303:
2300:
2297:
2296:
2295:
2293:
2288:
2276:
2273:
2270:
2268:
2264:
2261:
2259:
2255:
2252:
2249:
2246:
2244:
2241:
2240:
2239:
2231:
2229:
2223:
2217:
2216:
2215:
2213:
2209:
2208:
2202:
2195:
2191:
2187:
2186:
2185:
2183:
2182:
2171:
2162:
2159:
2153:
2152:
2151:
2149:
2148:
2142:
2140:
2139:opportunities
2130:
2127:
2120:
2116:
2112:
2108:
2107:
2106:
2104:
2100:
2096:
2085:
2076:
2074:
2068:
2065:
2055:
2052:
2050:
2046:
2045:
2040:
2036:
2035:Supreme Court
2031:
2022:
2018:
2016:
2012:
2008:
2004:
1998:
1994:
1984:
1982:
1981:
1975:
1970:
1965:
1962:
1952:
1950:
1946:
1945:
1939:
1937:
1931:
1929:
1923:
1920:
1916:
1914:
1909:
1907:
1903:
1899:
1895:
1891:
1887:
1883:
1872:
1869:
1861:
1851:
1847:
1841:
1839:
1832:
1823:
1822:
1814:
1812:
1806:
1801:
1799:
1795:
1794:
1788:
1785:
1781:
1777:
1772:
1769:
1765:
1764:
1759:
1754:
1744:
1741:
1733:
1723:
1719:
1713:
1711:
1704:
1695:
1694:
1686:
1683:
1678:
1674:
1672:
1671:civil service
1668:
1664:
1660:
1656:
1652:
1648:
1638:
1634:
1632:
1627:
1622:
1618:
1616:
1611:
1610:
1604:
1602:
1598:
1594:
1584:
1582:
1578:
1577:stock options
1574:
1570:
1566:
1556:
1555:may be used.
1554:
1553:
1546:
1542:
1540:
1536:
1526:
1524:
1519:
1515:
1513:
1503:
1501:
1497:
1493:
1483:
1481:
1477:
1473:
1469:
1465:
1464:board process
1454:
1451:
1443:
1433:
1429:
1423:
1421:
1414:
1405:
1404:
1396:
1394:
1386:
1383:
1380:
1376:
1373:
1370:
1367:
1364:
1363:
1359:
1356:
1353:
1350:
1349:
1345:
1342:
1339:
1336:
1333:
1332:
1326:
1322:
1320:
1314:
1304:
1301:
1293:
1290:
1288:
1284:
1280:
1278:
1274:
1273:
1272:
1269:
1267:
1257:
1255:
1245:
1237:
1235:
1231:
1227:
1226:
1220:
1218:
1210:
1207:
1203:
1200:
1197:
1194:
1190:
1186:
1182:
1179:
1178:
1177:
1167:
1162:
1160:
1155:
1153:
1148:
1147:
1145:
1144:
1139:
1134:
1129:
1128:
1127:
1126:
1119:
1116:
1114:
1111:
1107:
1104:
1103:
1102:
1099:
1097:
1094:
1092:
1089:
1087:
1084:
1082:
1079:
1077:
1074:
1072:
1071:Business plan
1069:
1067:
1064:
1062:
1059:
1058:
1055:
1050:
1049:
1042:
1039:
1037:
1034:
1032:
1029:
1027:
1024:
1022:
1019:
1017:
1014:
1012:
1009:
1007:
1004:
1002:
1001:Communication
999:
997:
994:
992:
989:
988:
982:
981:
974:
971:
969:
966:
962:
961:administrator
959:
958:
957:
954:
952:
949:
947:
944:
942:
939:
937:
934:
932:
929:
925:
922:
921:
919:
916:
914:
911:
909:
906:
904:
901:
899:
896:
894:
891:
889:
886:
884:
881:
879:
876:
874:
871:
869:
866:
862:
859:
858:
856:
853:
851:
848:
844:
843:administrator
841:
840:
839:
836:
834:
831:
829:
826:
824:
821:
819:
816:
812:
809:
808:
806:
803:
801:
798:
794:
791:
790:
788:
785:
783:
780:
778:
775:
773:
770:
768:
765:
763:
760:
758:
755:
753:
752:Configuration
750:
748:
745:
741:
738:
737:
736:
733:
729:
726:
725:
724:
721:
719:
716:
714:
711:
709:
706:
704:
701:
699:
696:
694:
691:
690:
684:
683:
676:
673:
671:
668:
666:
663:
661:
658:
656:
653:
651:
648:
646:
643:
641:
638:
636:
633:
631:
628:
626:
623:
621:
618:
616:
613:
611:
608:
606:
603:
601:
598:
596:
593:
591:
588:
586:
583:
581:
578:
576:
573:
572:
566:
565:
558:
555:
553:
550:
548:
545:
543:
540:
538:
535:
533:
530:
528:
525:
523:
520:
518:
515:
513:
510:
508:
507:Mixed economy
505:
503:
500:
498:
495:
493:
490:
488:
485:
483:
480:
479:
476:
471:
470:
463:
459:
456:
454:
450:
447:
445:
442:
440:
437:
435:
431:
428:
426:
422:
419:
417:
414:
413:
410:
405:
404:
397:
394:
392:
389:
387:
384:
382:
379:
377:
374:
372:
369:
367:
364:
362:
359:
358:
355:
354:Corporate law
350:
349:
342:
339:
337:
334:
332:
329:
327:
324:
322:
319:
318:
315:
310:
309:
302:
299:
297:
294:
292:
289:
287:
284:
282:
279:
277:
274:
272:
269:
267:
264:
262:
259:
257:
254:
252:
249:
247:
244:
242:
239:
238:
234:
230:
225:
224:
217:
214:
212:
209:
207:
204:
203:
200:
195:
194:
190:
189:
186:
183:
182:
174:
172:
168:
164:
163:
157:
156:
151:
147:
143:
133:
131:
126:
121:
119:
115:
111:
107:
102:
100:
96:
92:
91:corporate law
88:
83:
81:
77:
73:
69:
65:
60:
54:
48:
41:
37:
33:
19:
4927:Business law
4865:
4414:, London, UK
4404:the original
4388:
4373:
4359:, retrieved
4343:
4318:the original
4289:
4285:
4275:
4259:(5): 51–66.
4256:
4252:
4242:
4228:
4195:
4191:
4185:
4153:
4149:
4136:
4129:
4125:
4100:, retrieved
4093:the original
4084:
4077:
4069:the original
4064:
4055:
4030:, retrieved
4023:the original
4014:
4004:
3979:, retrieved
3972:the original
3963:
3953:
3941:
3932:
3917:
3906:
3894:
3882:. Retrieved
3878:the original
3873:
3863:
3851:. Retrieved
3847:the original
3842:
3818:
3806:. Retrieved
3802:the original
3792:
3784:the original
3774:
3752:, London, UK
3737:
3725:. Retrieved
3721:
3712:
3700:. Retrieved
3696:the original
3691:
3665:
3654:
3650:
3642:
3636:
3632:
3628:
3620:
3616:
3606:
3601:
3587:
3583:
3575:
3569:
3561:
3557:
3547:
3543:
3535:
3531:
3526:
3514:
3506:
3497:
3472:
3468:
3462:
3453:
3449:
3443:
3430:
3421:
3417:
3407:
3399:
3383:
3375:
3353:
3348:
3340:
3336:
3326:
3322:
3317:
3305:. Retrieved
3285:
3266:
3262:
3252:
3233:
3229:
3219:
3202:
3196:
3186:
3169:
3163:
3153:
3141:
3107:. Retrieved
3103:the original
3098:
3089:
3077:. Retrieved
3073:the original
3068:
3059:
3047:
3038:
3028:
3016:. Retrieved
3012:the original
3007:
2998:
2990:the original
2980:
2966:cite journal
2954:. Retrieved
2937:(2): 47–57.
2934:
2930:
2917:
2905:. Retrieved
2901:the original
2896:
2887:
2875:. Retrieved
2865:
2853:. Retrieved
2843:
2831:. Retrieved
2826:
2817:
2765:
2738:. Retrieved
2734:the original
2729:
2720:
2708:. Retrieved
2703:
2693:
2666:. Retrieved
2654:
2642:
2630:. Retrieved
2626:
2617:
2612:, p. 9.
2605:
2572:
2563:
2555:
2551:
2546:
2538:
2533:
2524:
2515:
2506:
2497:
2473:
2433:
2429:
2425:
2401:
2398:Compensation
2389:
2380:
2371:
2355:
2341:
2337:
2328:
2324:
2323:
2316:
2284:
2237:
2224:
2221:
2211:
2205:
2203:
2199:
2193:
2189:
2179:
2177:
2168:
2160:
2157:
2145:
2143:
2136:
2128:
2124:
2118:
2114:
2110:
2098:
2091:
2082:
2069:
2061:
2053:
2042:
2032:
2028:
2019:
2003:shareholders
2000:
1979:
1978:the rule in
1966:
1958:
1942:
1940:
1936:poison pills
1932:
1924:
1921:
1917:
1910:
1898:
1879:
1864:
1855:
1835:
1808:
1803:
1800:as follows:
1796:2 KB 113 by
1791:
1789:
1779:
1773:
1761:
1755:
1751:
1736:
1727:
1707:
1679:
1675:
1644:
1635:
1623:
1619:
1607:
1605:
1593:shareholders
1590:
1569:shareholders
1562:
1559:Corporations
1550:
1547:
1543:
1532:
1520:
1516:
1509:
1489:
1472:action items
1461:
1446:
1437:
1417:
1390:
1384:
1378:
1374:
1368:
1360:
1354:
1346:
1340:
1334:
1329:Terminology
1323:
1316:
1297:
1270:
1263:
1251:
1243:
1223:
1221:
1214:
1206:stakeholders
1175:
991:Architecture
985:Organization
951:Supply chain
777:Earned value
650:Stock market
527:Open economy
517:Econometrics
325:
256:Conglomerate
170:
166:
159:
153:
149:
145:
141:
139:
122:
114:shareholders
103:
95:constitution
84:
63:
61:
59:
18:Board Member
4769:Chairperson
4688:Procurement
4623:Information
3959:BoardSource
3692:MarketWatch
3456:(2): 15–26.
3352:See Gower,
3109:24 December
3079:24 December
3052:Robert 2011
3018:24 December
2827:Law Insider
2771:USLegal.com
2758:Robert 2011
2686:Robert 2011
2610:Robert 2011
2404:Fortune 500
2258:declaration
2111:or can have
1976:(see also:
1266:shareholder
1106:Trade route
1021:Engineering
1016:Development
868:Performance
811:development
772:Distributed
645:Liquidation
286:Partnership
271:Corporation
266:Cooperative
136:Terminology
87:regulations
4942:Committees
4911:Categories
4840:Supervisor
4743:Technology
4673:Networking
4638:Investment
4633:Innovation
4598:Experience
4558:Compliance
4548:Commercial
4528:Automation
4425:NEDonBoard
4368:KJ Hopt, '
4170:1803/15915
3808:27 January
3727:10 January
3702:10 January
3605:Following
3578:2 NZLR 225
2740:27 January
2710:26 January
2593:References
2386:Committees
2263:Rescission
2254:Injunction
2201:complain.
2064:discretion
1969:common law
1730:April 2016
1659:governance
1655:management
1587:Governance
1523:board-only
1496:electronic
973:Technology
855:Operations
735:Commercial
728:innovation
718:Capability
610:Derivative
199:Accounting
4799:President
4748:Visionary
4728:Solutions
4678:Operating
4658:Marketing
4643:Knowledge
4613:Happiness
4603:Financial
4593:Executive
4588:Diversity
4518:Analytics
4314:145716192
4306:0170-8406
4212:199305877
4198:: 73–97.
3853:24 August
3843:USA Today
3660:BCLC 1027
3655:Norman v
3521:. Law360.
3307:8 October
2598:Citations
2422:Criticism
2007:fiduciary
1850:talk page
1722:talk page
1494:or other
1432:talk page
1319:president
1285:(CFO) or
1254:president
1240:Directors
1189:president
1041:Structure
1026:Hierarchy
946:Strategic
833:Materials
823:Knowledge
800:Financial
740:Marketing
585:Factoring
580:Insurance
482:Commodity
475:Economics
160:board of
4733:Strategy
4723:Security
4698:Research
4648:Learning
4568:Creative
4538:Business
4449:Archived
4352:archived
4174:Archived
4111:citation
4041:citation
3990:citation
3926:archived
3746:Archived
3552:BCLC 100
3392:Archived
3298:Archived
3130:Archived
2947:Archived
2833:21 March
2778:Archived
2659:Archived
2475:Vorstand
2447:See also
2267:contract
2194:emphasis
2119:emphasis
2073:contract
2015:trustees
1967:In most
1892:and the
1858:May 2018
1844:You may
1798:Greer LJ
1716:You may
1609:de facto
1573:dividend
1480:McKinsey
1440:May 2018
1426:You may
1335:Director
1225:chairman
1031:Patterns
1011:Conflict
996:Behavior
936:Security
913:Resource
898:Property
861:services
818:Incident
757:Conflict
713:Capacity
416:Chairman
371:Contract
162:trustees
72:business
4850:Foreman
4825:Manager
4718:Science
4708:Revenue
4693:Product
4683:Privacy
4663:Medical
4583:Digital
4563:Content
4543:Channel
4331:Sources
4220:2037512
3489:6133226
3321:Gower,
2956:24 July
2808:, and
2668:8 April
2632:8 April
2248:Damages
1811:Table A
1784:Table A
1689:History
1667:cabinet
1379:de jure
1230:by-laws
1006:Culture
956:Systems
941:Service
920:
908:Records
903:Quality
893:Project
888:Product
878:Process
857:
838:Network
807:
789:
762:Content
569:Finance
251:Company
99:by-laws
78:, or a
4608:Gaming
4578:Design
4396:
4312:
4304:
4218:
4210:
3934:staff.
3611:Ch 254
3564:Ch 421
3487:
2907:24 May
2877:24 May
2855:24 May
2829:. 2013
2196:added)
2121:added)
2049:shares
2011:agents
1987:Duties
1961:quorum
1894:NASDAQ
1626:career
1500:quorum
1468:agenda
968:Talent
924:crisis
850:Office
723:Change
165:, and
66:is an
38:, and
4653:Legal
4533:Brand
4523:Audit
4361:2 May
4355:(PDF)
4348:(PDF)
4321:(PDF)
4310:S2CID
4208:S2CID
4177:(PDF)
4146:(PDF)
4102:2 May
4096:(PDF)
4089:(PDF)
4032:2 May
4026:(PDF)
4019:(PDF)
3981:2 May
3975:(PDF)
3968:(PDF)
3929:(PDF)
3922:(PDF)
3884:2 May
3592:
3485:S2CID
3301:(PDF)
3294:(PDF)
3205:(1).
2950:(PDF)
2927:(PDF)
2662:(PDF)
2651:(PDF)
2489:Notes
1563:In a
1054:Trade
1036:Space
931:Sales
873:Power
828:Legal
698:Brand
693:Asset
216:Audit
177:Roles
4713:Risk
4573:Data
4394:ISBN
4363:2017
4302:ISSN
4216:SSRN
4117:link
4104:2017
4047:link
4034:2017
3996:link
3983:2017
3910:Cf.
3886:2017
3855:2017
3810:2014
3729:2020
3704:2020
3309:2021
3111:2015
3081:2015
3020:2015
2972:link
2958:2019
2909:2013
2879:2013
2857:2013
2835:2023
2742:2008
2712:2008
2670:2011
2634:2011
2377:Size
2356:The
2013:and
1995:and
1682:OECD
918:Risk
233:list
97:and
74:, a
4753:Web
4337:547
4294:doi
4261:doi
4200:doi
4166:hdl
4158:doi
3477:doi
3422:653
3341:Per
3271:doi
3238:doi
3207:doi
3203:165
3174:doi
2939:doi
2804:),
2256:or
2190:his
2144:In
1983:).
1778:in
1595:in
1533:In
1232:or
1191:or
660:Tax
4913::
4308:.
4300:.
4290:35
4288:.
4284:.
4257:10
4255:.
4251:.
4214:.
4206:.
4196:55
4194:.
4172:.
4164:.
4154:50
4152:.
4148:.
4113:}}
4109:{{
4063:.
4043:}}
4039:{{
3992:}}
3988:{{
3872:.
3841:.
3830:^
3757:^
3720:.
3690:.
3679:^
3505:.
3483:.
3473:64
3471:.
3454:20
3452:.
3420:.
3416:.
3398:.
3374:.
3361:^
3267:62
3265:.
3261:.
3234:63
3232:.
3228:.
3201:.
3195:.
3170:61
3168:.
3162:.
3119:^
3097:.
3067:.
3006:.
2968:}}
2964:{{
2935:17
2933:.
2929:.
2895:.
2825:.
2800:;
2796:;
2792:;
2784:,
2773:,
2750:^
2728:.
2702:.
2678:^
2657:.
2653:.
2625:.
2017:.
1673:.
1583:.
1521:A
1478:,
173:.
158:,
152:,
148:,
144:,
108:,
82:.
62:A
34:,
4486:e
4479:t
4472:v
4296::
4269:.
4263::
4222:.
4202::
4168::
4160::
4119:)
4049:)
3998:)
3888:.
3857:.
3812:.
3731:.
3706:.
3673:.
3509:.
3491:.
3479::
3438:.
3424:.
3402:.
3378:.
3311:.
3279:.
3273::
3246:.
3240::
3213:.
3209::
3180:.
3176::
3113:.
3083:.
3022:.
2974:)
2960:.
2941::
2911:.
2881:.
2859:.
2837:.
2812:.
2744:.
2714:.
2672:.
2636:.
1871:)
1865:(
1860:)
1856:(
1842:.
1743:)
1737:(
1732:)
1728:(
1714:.
1453:)
1447:(
1442:)
1438:(
1424:.
1195:)
1165:e
1158:t
1151:v
460:/
451:/
432:/
423:/
235:)
231:(
49:.
42:.
20:)
Text is available under the Creative Commons Attribution-ShareAlike License. Additional terms may apply.