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Directors and officers liability insurance (also written directors' and officers' liability insurance; [1] often called D&O) is liability insurance payable to the directors and officers of a company, or to the organization itself, as indemnification (reimbursement) for losses or advancement of defense costs in the event an insured suffers such a loss as a result of a legal action brought for ...
For example, in California indemnification clauses do not cover certain risks unless the risks are listed in the contract, but in New York, the brief clause, "X shall defend and indemnify Y for all claims arising from the Product" makes X responsible for all claims against Y. [13] Indemnity can be extremely costly since X's liability insurance ...
A not-for-profit or non-for-profit organization (NFPO) is a legal entity that does not distribute surplus funds to its members and is formed to fulfill specific objectives. [1] [2] While not-for-profit organizations and non-profit organizations (NPO) are distinct legal entities, the terms are sometimes used interchangeably. [3]
Fundamentally, the non-executive director role is to provide a creative contribution and improvement to the board by providing dispassionate and objective criticism. [1] Their role may change depending on the organisation, [ 5 ] [ 6 ] though they are usually not involved in the day-to-day management of the corporation but monitor the executive ...
In a non-profit corporation, the "agency problem" is even more difficult than in the for-profit sector, because the management of a non-profit is not even theoretically subject to removal by the charitable beneficiaries. The board of directors of most charities is self-perpetuating, with new members chosen by vote of the existing members.
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.
The board of directors has ultimate control over the organization, but typically an executive director is hired. In some cases, the board is elected by a membership, but commonly, the board of directors is self-perpetuating. In these 'board-only' organizations, board members nominate new members and vote on their fellow directors' nominations. [38]
Carver noticed that board members often wonder what the board's job is and where the line lies that distinguishes the board's job from that of the chief executive officer. Carver's model clarifies the separation by having the board explicitly state the board's and CEO's jobs in a set of written policies (hence the name Policy Governance).