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directors owe duties to the corporation, [1] and not to individual shareholders, [2] employees or creditors outside exceptional circumstances; directors' core duty is to remain loyal to the company, and avoid conflicts of interest; directors are expected to display a high standard of care, skill or diligence; directors are expected to act in ...
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.
The duties apply to each director separately, while the powers apply to the board jointly. Also, the duties are owed to the company itself, and not to any other entity. [41] This does not mean that directors can never stand in a fiduciary relationship to the individual shareholders; they may well have such a duty in certain circumstances. [42]
These terms are generally mutually exclusive and refer to distinct legal duties and responsibilities. [11] The CEO is the highest-ranking executive in a company, making corporate decisions, managing operations, allocating resources, and serving as the main point of communication between the board of directors and the company. [12] [13]
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] Many positions at this level report to a president or chief executive officer, or to a company's board of directors. [3]
Disclosure and transparency: [20] [21] Organizations should clarify and make publicly known the roles and responsibilities of board and management to provide stakeholders with a level of accountability. They should also implement procedures to independently verify and safeguard the integrity of the company's financial reporting.
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 role of the chair in a private equity-backed board differs from the role in non-profit or publicly listed organizations in several ways, including the pay, role and what makes an effective private-equity chair. [41] Companies with both an executive chair and a CEO include Ford, [42] HSBC, [43] Alphabet Inc., [44] and HP. [45]