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directors meeting overview
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in a stock corporation, non-executive directors are elected by the shareholders, and the board has ultimate responsibility for the management of the corporation. 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. a board of directors conducts its meetings according to the rules and procedures contained in its governing documents. [20] 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. the aim is to prevent a conflict of interest and too much power being concentrated in the hands of one person. [23] the development of a separate board of directors to manage/govern/oversee a company has occurred incrementally and indefinitely over legal history.
directors meeting format
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directors meeting guide
[26] 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. [35] in most common law countries, the powers of the board are vested in the board as a whole, and not in the individual directors. 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. [43] in most jurisdictions, the law provides for a variety of remedies in the event of a breach by the directors of their duties: 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. 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. a 2011 study by the national association of corporate directors in the united states estimated that directors averaged 4.3 hours a week on board work.