A director is one of those persons , who are responsible for directing , governing and controlling the policy or management of a company. All directors collectively are called as Board of Directors or Board. They are the top administrative organ and the company can operate only through them. See full list on bbamantra. The following guidelines have been established by the companies act regarding the appointment of directors.
The articles of a company may list the names of the first directors in its articles of association, if no names are mentioned in the articles, the subscribers of the memorandum become the first directors. Directors can be appointed by the initial members of the company at its first general meeting. A company may appoint an additional director if it needs.
Powers must be exercised by Board of Directors in the general meeting of the company by passing a resolution. The power to make call on shares in respect of unpaid money. But a banking company does not require any resolution by the bo.
To form policy and determine objectives of a company 2. To delegate power to any committee if the Articles permit 3. To issue instructions to subordinates for the implementation of policy to review company’s progress 4. To act in Good faith in order to promote. In such case directors are personally liable for the loss caused to the company. For dishonest act to make personal profits 5. They must exercise reasonable care and diligence in relation to the company. A Director must act within the powers. It must act in accordance with the company’s constitution.
A corporation’s business and affairs are managed by or under the direction of its board of directors. Although the board has the power to make all decisions on behalf of its corporation, many business decisions are actually made by the corporation’s officers. The board of directors is, however, responsible for making certain major decisions.
Act, the Board is entitled to exercise all such powers and to do all such acts and things as the company is authorized to do. The exceptions are the acts, which can be done by the company only in the general meetingsof the members as required by law. Board by means of resolution passed at the meeting of the Board – 1. To sell, lease or otherwise dispose of the undertaking of the company. To remit or give time for repayment of any debt due to the company by a director. To invest the sale proceeds of any property of the company in securities other than trust securities.
To borrow moneys where the moneys already borrowed (other than temporary) exceeds the total of the paid-up capital and free reserves of the company. To contribute to charities and other funds not directly relating to the business of the company or to the welfare of the employees in any year in excess of Rs. Managing Director can be altered by the Board with the consent of the Central Government. Boar only with the previous approval of the Central Government, can make any loan or give any guarantee or provide any security in connection with a loan made by any other person to 1. Directors’ fiduciary duties are based on certain common law rules and equitable principles owed to a company by its directors.
The principal fiduciary duties of a company director are owed to the company, and the company alone15. Section 2Companies Act. The directors must act as a body without improper exclusion of any of the directors.
Powers, duties and responsibilities of the managing director may be stated as follows: 1. What is my role as a director ? As a member of the Board of Directors he participates in formulating the objectives and policy-making functions of the Board. In essence this means. Directors must act in accordance with the constitution and only exercise their powers for the purpose for which they are conferred.
It is therefore important that directors are familiar with their. The Board of Directors is the corporation’s governing body, as it manages the corporation’s business and affairs and has the authority to exercise all of the corporation’s powers. Issues and decisions that fall to the Board’s purview include the hiring and firing of senior executives, setting company goals, dividend policies, managing.
Principal Duties and Powers of Company Directors 2. Codified duties of directors is not a new concept. Our guide provides directors with an overview of these fundamental duties. Its been since long that countries like the UK, Singapore have done codification.
Ability to raise money for the corporation. Your business can have a significant advantage if you select one or more board members who have experience raising capita l for business startup or expansion.