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The powers, duties, and responsibilities of a board of directors are determined by government regulations (including the jurisdiction's corporate law) and the organization's own constitution and by-laws. 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 may be subordinate to, the organization's full membership, which usually elect the members of the board. In a stock corporation, non-executive directors are elected by the shareholders, and the board has ultimate responsibility for the management of the corporation. In nations with codetermination (such as Germany and Sweden), the workers of a corporation elect a set fraction of the board's members.


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][2][3]

Terminology[edit]

Other names include board of directors and advisors, board of governors, board of managers, board of regents, board of trustees, and board of visitors. It may also be called the executive board.[4]

Governing the organization by establishing broad policies and setting out strategic objectives

Selecting, appointing, supporting and reviewing the performance of the (of which the titles vary from organization to organization; the chief executive may be titled chief executive officer, president or executive director)

chief executive

Terminating the chief executive

Ensuring the availability of adequate financial resources

Approving annual budgets

Accounting to the for the organization's performance

stakeholders

Setting the salaries, compensation and benefits of senior management

Typical duties of boards of directors include:[5][6]


The legal responsibilities of boards and board members vary with the nature of the organization, and between jurisdictions. For companies with shares publicly listed for negotiation, 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.[7]

A chief executive officer (CEO) who may also be

chair of the board

Other executives of the organization, such as its (CFO) or executive vice president

chief financial officer

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

Account of profits

or compensation

Damages

or declaration

Injunction

of the relevant contract

Rescission

Restoration of the company's property

Summary dismissal

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 547

BoardSource (January 2015), (PDF), Washington, DC: Author, archived (PDF) from the original on 9 October 2022, retrieved 2 May 2017

Leading with intent: A national index of nonprofit board practices

KJ Hopt, '' in KJ Hopt and others. (eds), Comparative Corporate Governance: The State of the Art and Emerging Research (Clarendon 1998)

The German Two-Tier Board: Experience, Theories, Reforms

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)

EGCI Working Paper

Robert, Henry M.; et al. (2011). (11th ed.). Philadelphia, PA: Da Capo Press. ISBN 978-0-306-82020-5. Archived from the original on 13 August 2017.

Robert's Rules of Order Newly Revised

Acre Resources LTD (2018), , London, UK

The Case for a Social Board

— UK professional body for non-executive directors and board members

NEDonBoard

Website of the board of a large U.S. university, illustrating a typical board's composition, duties, concerns, etc.

National Association of Corporate Directors

Institute of Directors UK

Archived 11 April 2021 at the Wayback Machine GBAC is AACSB Business Alliance Member https://www.aacsb.edu/businesses/business-membership/find-a-member . They operate with two domains Boardroomeducation.com and globalboardadvisors.com

GBAC Global Board Advisors Corp