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Directors' duties are a series of statutory, common law and equitable obligations owed primarily by members of the board of directors to the corporation that employs them. It is a central part of corporate law and corporate governance. Directors' duties are analogous to duties owed by trustees to beneficiaries, and by agents to principals.
Chairman - This particular role within the company is often a non executive role that also has the task of overseeing the entire business or organization. Managing Director (MD) [4] - A managing director is employed by the business, often by the chairman. Other roles include running the business and producing salaries.
Corporate titles or business titles are given to company and organization officials to show what job function, and seniority, a person has within an organisation. [1] The most senior roles, marked by signing authority, are often referred to as "C-level", "C-suite" or "CxO" positions because many of them start with the word "chief". [2]
There are considerable variations in the composition and responsibilities of corporate titles. Within the corporate office or corporate center of a corporation, some corporations have a chairman and chief executive officer (CEO) as the top-ranking executive, while the number two is the president and chief operating officer (COO); other corporations have a president and CEO but no official deputy.
The other aspects of fiduciary duty are a director's duty of loyalty and (possibly) duty of good faith. Put simply, a director owes a duty to exercise good business judgment and to use ordinary care and prudence in the operation of the business. They must discharge their actions in good faith and in the best interest of the corporation ...
In some legal systems, directors may also be removed by a resolution of the remaining directors (in some countries they may only do so "with cause"; in others the power is unrestricted). Some jurisdictions also permit the board of directors to appoint directors, either to fill a vacancy which arises on resignation or death, or as an addition to ...
Under section 177, when directors are on both sides of a proposed contract, for example where a person owns a business selling iron chairs to the company in which he is a director, [17] it is a default requirement that they disclose the interest to the board, so that disinterested directors may approve the deal. The company's articles could ...
This is because the company is, in law, a legal person, separate from its shareholders. [18] Breaches of duty by directors have the primary effect of causing losses to the company. The fiduciary duty requires the company director to act with due care and skill, in good faith, in the best interests of the company and without conflicts of ...