A board of directors is a group of people who jointly supervise the activities of an organization, which can be either a for-profit business, nonprofit organization, or a government agency. Such a board's powers, duties, and responsibilities are determined by government regulations (including the jurisdiction's corporations law) and the organization's own constitution and bylaws. These authorities may specify the number of members of the board, how they are to be chosen, and how often they are to meet. In an organization with voting members, the board is accountable to, and might be subordinate to, the organization's full membership, which usually vote for the members of the board. In a stock corporation, non-executive directors are voted for by the shareholders, with the board having ultimate responsibility for the management of the corporation. The board of directors appoints the chief executive officer 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 non-stock corporation 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.
1 Terminology 2 Roles 3 Directors
3.1 Inside director 3.2 Outside director 3.3 Terminology
4 Process and structure
4.1 Board meetings 4.2 Size
5 Non-corporate boards
5.1 Membership organizations
6.1 Governance 6.2 Two-tier system 6.3 History 6.4 Election and removal 6.5 Exercise of powers 6.6 Duties
6.6.1 "Proper purpose" 6.6.2 "Unfettered discretion" 6.6.3 "Conflict of duty and interest"
18.104.22.168 Transactions with the company 22.214.171.124 Use of corporate property, opportunity, or information 126.96.36.199 Competing with the company
6.7 United States
6.7.1 Sarbanes–Oxley Act 6.7.2 Size 6.7.3 Committees 6.7.4 Compensation
7 See also 8 Notes 9 References
9.1 Citations 9.2 Sources
10 External links
Terminology Other names include board of directors and advisors, board of governors, board of managers, board of regents, board of trustees, or board of visitors. It may also be called "the executive board" and is often simply referred to as "the board".
Corporate governance Annual general meeting Board of directors Supervisory board Advisory board Audit committee
Corporate title Chairman Chief business officer/Chief brand officer Chief executive officer/Chief operating officer Chief financial officer Chief human resources officer Chief information officer/Chief marketing officer Chief product officer/Chief technology officer
Economics Commodity Public economics Labour economics Development economics International economics Mixed economy Planned economy Econometrics Environmental economics Open economy Market economy Knowledge economy Microeconomics Macroeconomics Economic development Economic statistics
Cash conversion cycle
Types of management
Organization Architecture Behavior Communication Culture Conflict Development Engineering Hierarchy Patterns Space Structure
governing the organization by establishing broad policies and setting out strategic objectives; selecting, appointing, supporting and reviewing the performance of the chief executive (of which the titles vary from organization to organization; the chief executive may be titled chief executive officer, president or executive director); terminating the chief executive; ensuring the availability of adequate financial resources; approving annual budgets; accounting to the stakeholders for the organization's performance; setting the salaries, compensation and benefits of senior management; The legal responsibilities of boards and board members vary with the nature of the organization, and between jurisdictions. For companies with publicly trading stock, these responsibilities are typically much more rigorous and complex than for those of other types. Typically, the board chooses one of its members to be the chairman (often now called the "chair" or "chairperson"), who holds whatever title is specified in the by-laws or articles of association. 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.
Directors 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.
Inside director An inside director is a director who is also an employee, officer, chief executive, major shareholder, 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. Typical inside directors are:
A chief executive officer (CEO) who may also be chairman of the board Other executives of the organization, such as its chief financial officer (CFO) or executive vice president Large shareholders (who may or may not also be employees or officers) Representatives of other stakeholders such as labor unions, major lenders, or members of the community in which the organization is located 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 executive director 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.
Outside director Main article: Independent director 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 president of a firm in a different industry. Outside directors are not employees of the company or affiliated with it in any other way. Outside directors bring outside experience and perspectives to the board. For example, for a company that only serves a domestic market, the presence of CEOs from global multinational corporations as outside directors can help to provide insights on export and import opportunities and international 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 insider 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.
Terminology  Director – a person appointed to serve on the board of an organization, such as an institution or business. Inside director – a director who, in addition to serving on the board, has a meaningful connection to the organization Outside director – a director who, other than serving on the board, has no meaningful connections to the organization Executive director – 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 Non-executive director – an inside director who is not an executive with the organization Shadow or de facto director – an individual who is not a named director but who nevertheless directs or controls the organization Nominee director – 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 appointor/s or other interest in the appointing company Individual directors often serve on more than one board. This practice results in an interlocking directorate, where a relatively small number of individuals have significant influence over a large number of important entities. This situation can have important corporate, social, economic, and legal consequences, and has been the subject of significant research.
Process and structure
The board room of
Typical board room setting
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 conference call or other
electronic means. They may also specify how a quorum is to
Most organizations have adopted
Robert's Rules of Order
Size Historically, nonprofit boards have often had large boards with up to twenty-four members, but a modern trend is to have smaller boards as small as six or seven people. Studies suggest that after seven people, each additional person reduces the effectiveness of group decision-making.
Non-corporate boards The role and responsibilities of a board of directors vary depending on the nature and type of business entity and the laws applying to the entity (see types of business entity). 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. 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. A board-only 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.
In membership organizations, 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 annual general meeting.
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.
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 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.
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
Robert's Rules of Order
Corporations In a publicly held company, directors are elected to represent and are legally obligated as fiduciaries to represent owners of the company—the shareholders/stockholders. In this capacity they establish policies and make decisions on issues such as whether there is dividend and how much it is, stock options distributed to employees, and the hiring/firing and compensation of upper management.
Governance Theoretically, the control of a company is divided between two bodies: the board of directors, and the shareholders in general meeting. In practice, the amount of power 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 public companies, 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. Another feature of boards of directors in large public companies is that the board tends to have more de facto power. Many shareholders grant proxies to the directors to vote their shares at general meetings and 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 shareholder activism among both institutional investors and individuals with small shareholdings. 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 the directors, with shareholders normally following management recommendations and voting for them. In most cases, serving on a board is not a career 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 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. Tiffany & Co., 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.
Two-tier system In some European and Asian countries, there are two separate boards, an executive board for day-to-day business and a supervisory board (elected by the shareholders and employees) for supervising the executive board. In these countries, the CEO (chief executive or managing director) presides over the executive board and the chairman presides over the supervisory board, and these two roles will always be held by different people. This ensures a distinction between management by the executive board and governance by the supervisory board and allows for clear lines of authority. The aim is to prevent a conflict of interest 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 cabinet from the management civil service. 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 officers, division/subsidiary heads).
The meeting room of the Heren XVII [nl], the Dutch East
India Company's board of directors, in the Oost-Indisch Huis
Dutch East India Company
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 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.
It has been remarked[by whom?] that this development in the law was somewhat surprising at the time, as the relevant provisions in Table A (as it was then) seemed to contradict this approach rather than to endorse it.
Election and removal
The examples and perspective in this section deal primarily with the
United States and do not represent a worldwide view of the subject.
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In most legal systems, the appointment and removal of directors is
voted upon by the shareholders in general meeting[a] or
through a proxy statement. 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 nominating committee.
Although in 2002 the
New York Stock Exchange
Exercise of powers 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 quorum 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 minority of directors might have persuaded the majority to change their minds and vote otherwise. In most common law 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 his acts by virtue of his ostensible authority (see also: the rule in Turquand's Case).
Directors' duties and
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 feather his or her own nest or divert an
investment opportunity to a relative, such breaches usually involve a
breach of the director's duty to act in good 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.
The seminal authority in relation to what amounts to a proper purpose
is the Supreme Court decision in Eclairs Group Ltd v JKX Oil & Gas
plc (2015). The case concerned the powers of directors
under the articles of association 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
Howard Smith Ltd v Ampol Ltd
"Unfettered discretion" Directors cannot, without the consent of the company, fetter their discretion in relation to the exercise of their powers, and cannot bind themselves to vote in a particular way at future board meetings.[f] This is so even if there is no improper motive or purpose, and no personal advantage to the director. 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 taking the future actions (although that may involve a breach by the company of the contract that the board previously approved).
"Conflict of duty and interest" 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 directors in this regard; and will not allow directors to escape liability by asserting that his decision was in fact well founded. Traditionally, the law has divided conflicts of duty and interest into three sub-categories.
Transactions with the company By definition, where a director enters into a transaction with a company, there is a conflict between the director's interest (to do well for himself out of the transaction) and his duty to the company (to ensure that the company gets as much as it can out of the transaction). This rule is so strictly enforced that, even where the conflict of interest or conflict of duty is purely hypothetical, the directors can be forced to disgorge all personal gains arising from it. In Aberdeen Ry v Blaikie (1854) 1 Macq HL 461 Lord Cranworth stated in his judgment that:
"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, or can have, a personal interest conflicting or which possibly may conflict, 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..." (emphasis added) 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. 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.[g]
Use of corporate property, opportunity, or information Directors must not, without the informed consent of the company, use for their own profit the company's assets, opportunities, 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. In Regal (Hastings) Ltd v Gulliver  All ER 378 the House of Lords, in upholding what was regarded as a wholly unmeritorious claim by the shareholders,[h] held that:
"(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." And accordingly, the directors were required to disgorge the profits that they made, and the shareholders received their windfall. The decision has been followed in several subsequent cases, and is now regarded as settled law.
Competing with the company 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.
"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 his knowledge and experience." (emphasis added)
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 complain.
However, a more modern approach has since developed, and in Dorchester
"such care as an ordinary man might be expected to take on his own
This was a dual subjective and objective test, and one deliberately
pitched at a higher level.
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
Companies Act 2006
Remedies for breach of duty In most jurisdictions, the law provides for a variety of remedies in the event of a breach by the directors of their duties:
injunction or declaration damages or compensation restoration of the company's property rescission of the relevant contract account of profits summary dismissal Current trends 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 financial benefit 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 Companies Act 2006 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:
the likely consequences of any decision in the long term the interests of the company's employees the need to foster the company's business relationships with suppliers, customers and others the impact of the company's operations on the community and the environment the desirability of the company maintaining a reputation for high standards of business conduct the need to act fairly as between members of a company 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 Companies Act 1985, 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.
The Board and Society Most companies have weak mechanisms for bringing the voice of society into the board room. They rely on personalities who weren't appointed for their understanding of societal issues. Often they give limited focus (both through time and financial resource) to issues of corporate responsibility and 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. 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 and civil society.
Size 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 directors, and qualifications for directors (e.g. whether board members must be individuals or may be business entities).
Committees 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 independent directors and no inside directors. Other common committees in boards are nominating and governance.
Criticism 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 time, scholars have found that individual directors have a large effect on major corporate initiatives such as mergers and acquisitions and cross-border investments. The issue of gender representation on corporate boards of directors has been the subject of much criticism in recent years. Governments and corporations have responded with measures such as legislation mandating gender quotas and comply or explain 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.
Alternate director Celebrity board director Chairman Chief executive officer Corporate governance Corporate title Gender representation on corporate boards of directors Interlocking directorate Governing boards of colleges and universities in the United States Managing director Non-executive director Parliamentary procedure in the corporate world President (corporate title) Supervisory board (in German: "Aufsichtsrat") Trustee Vorstand, German for "management board"
^ For example, in the United Kingdom, see section 303 of the Companies Act 1985.
^ In the United Kingdom it is 28 days' notice, see sections 303(2) and 379 of the Companies Act 1985.
^ 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.
^ In the United Kingdom, see sections 303(2) and (3) of the Companies Act 1985.
^ This division was rejected in British Columbia in Teck
^ Although as Gower points out, as well understood as the rule is, there is a paucity of authority on the point. But see Clark v Workman  1 Ir R 107 and Dawson International plc v Coats Paton plc 1989 SLT 655.
^ In the United Kingdom, see section 317 of the Companies Act 1985.
^ 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 going concern. 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 share capital 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 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.
^ Robert 2011, p. 9.
^ "How are the directors selected?". Commonwealth of Virginia, State
^ "Chapter 181, Nonstock Corporations (Sect. 181.0804)" (PDF). Wisconsin Statutes Database. Retrieved 8 April 2011.
^ a b c Robert 2011, p. 481–483.
^ McNamara, Carter. "Overview of Roles and Responsibilities of
Corporate Board of Directors". Free
^ a b Robert 2011, p. 484.
^ This section was developed from numerous definitions in USLegal.com, BusinessDictionary.com, Dictionary.com, The Free Dictionary by Farlex ("inside director"; "executive director"; "outside director"; "nonexecutive director"), Macmillan Dictionary, and Economics-dictionary.com[permanent dead link].
^ "Executive Director". Investopedia. Retrieved 24 May 2013.
^ "Outside Director". Investopedia. Retrieved 24 May 2013.
^ "Executive Director".
^ Lamb, Nai Hua (2017). "Does the Number of Interlocking Directors Influence a Firm's Financial Performance? An Exploratory Meta-Analysis" (PDF). American Journal of Management. 17 (2): 47–57. doi:10.33423/ajm.v17i2. Retrieved 24 July 2019.
^ "Board Process". Archived from the original on 20 February 2009.
^ a b "Frequently Asked Questions about RONR (Question 19)". The
Robert's Rules of Order
^ "National Association of Parliamentarians >> FAQ". . . . the
11th edition of
Robert's Rules of Order
^ Robert 2011, p. 9–10,487–488.
^ Robert III, Henry M.; et al. (2011).
Robert's Rules of Order
^ a b White, Cyrus. "For Nonprofit Boards, Smaller is Better". perma.cc. The South Cabin Group LLC. Retrieved 8 August 2016.
^ 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 compliance to competitive advantage (2005
Jossey-Bass); Carver, John, Corporate boards that create value:
governing company performance from the boardroom (2002 Jossey-Bass);
^ See specifically Tutelman and Hause, The Balance Point: New Ways
^ Robert 2011, p. 572.
^ "Frequently Asked Questions about RONR (Question 2)". The Official
Robert's Rules of Order
^ "Frequently Asked Questions about RONR (Question 20)". The Official
Robert's Rules of Order
^ a b Titles Associated with Executive Compensation Archived 17 September 2012 at the Wayback Machine Compensation Resources Inc.
^ Fees, CEO Evaluation, and Ownership Structure By Joshua Kennon, About.com
^ Steensgaard, Niels (1982). “The
Dutch East India Company
^ Jonker, Joost; Gelderblom, Oscar; de Jong, Abe (2013). The Formative
Years of the Modern Corporation: The
Dutch East India Company
^ Von Nordenflycht, Andrew: The Great Expropriation: Interpreting the Innovation of “Permanent Capital” at the Dutch East India Company, in Origins of Shareholder Advocacy, edited by Jonathan GS Koppell (Palgrave Macmillan, 2011), pp. 89–98
^ Taylor, Bryan (6 November 2013). "The Rise and Fall of the Largest
^ Gower, Principles of Company Law (6th ed.), citing Isle of Wight Rly Co v Tahourdin (1884) LR 25 Ch D 320
^ Per Cozens-Hardy LJ at 44
^ See Gower, Principles of Company Law (6th ed.) at 185.
^ a b c Shivdasani A, Yermack D. (1999). CEO involvement in the selection of new board members: An empirical analysis. Journal of Finance.
^ Chhaochharia V, Grinstein Y. (2007).
^ SEC. (May 2009). SEC Votes to Propose Rule Amendments to Facilitate Rights of Shareholders to Nominate Directors.
^ Cai, Jay; Garner, Jacqueline; Walkling, Ralph (2010). "Shareholder Access to the Boardroom: A Survey of Recent Evidence". Journal of Applied Finance. 20 (2): 15–26.
^ Cai, J.; Garner, J. L.; Walkling, R. A. (2009). "Electing Directors". Journal of Finance. 64 (5): 2387–2419. doi:10.1111/j.1540-6261.2009.01504.x.
^ Craig S, Lattman P. (2010). Companies May Fail, but Directors Are in Demand. New York Times.
^ SEC Wins D&O Bar Against Alleged Hedge Fund Scammer. Law360.
^ See for example Barber's Case (1877) 5 Ch D 963 and Re Portuguese Consolidated Copper Mines (1889) 42 Ch D 160
^ Percival v Wright  Ch 421
^ 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 shareholder," Coleman v Myers  2 NZLR 225
^ Eclairs Group Ltd v JKX Oil & Gas plc  UKSC 71 (2 December 2015)
^ Following Hogg v Cramphorn Ltd  Ch 254
^ Industrial Development Consultants v Cooley  1 WLR 443
Canadian Aero Service v. O'Malley
^ Norman v
^ "Director's duties".
^ Acre Resources LTD (2018), The Case for a Social Board, London, UK
^ a b "Evaluating The Board Of Directors". investopedia.com. 29 February 2008.
^ "U.S. Corporate Governance by State". harborcompliance.com. 22 April 2014.
^ "U.S. Nonprofit Governance by State". harborcompliance.com. 27 January 2014.
^ Compensation Committee Structure, Function and Best Practices Richard E. Wood
^ a b "Company directors see pay skyrocket". USA Today. 26 October 2011.
^ Schambra, William A. (Winter 2008). "Board Compensation: To Pay or Not to Pay?". Philanthropy Magazine. Philanthropy Roundtable. Retrieved 2 May 2017.
Internal Revenue Service
^ Cf. http://leadingwithintent.org/past-reports/ Archived 13 March 2016 at the Wayback Machine
^ Money for Nothing: How the Failure of Corporate Boards is Ruining
^ Rousseau, Peter; Stroup, Caleb (2015). "Director Histories and the Pattern of Acquisitions". Journal of Financial and Quantitative Analysis. 50 (4): 671–698. doi:10.1017/s0022109015000289.
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