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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 .
The duties imposed on directors are fiduciary duties, similar to those that the law imposes on those in similar positions of trust: agents and trustees. 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]
In most jurisdictions, directors owe strict duties of good faith, as well as duties of care and skill, to safeguard the interests of the company and the members. In many developed countries outside the English speaking world, company boards are appointed as representatives of both shareholders and employees to " codetermine " company strategy ...
Intel Board of Directors, 2012. The term director is a title given to the senior management staff of businesses and other large organizations. The term is in common use with two distinct meanings, the choice of which is influenced by the size and global reach of the organization and the historical and geographic context.
In carrying out their functions, directors (whether formally appointed, de facto, or "shadow directors" [1]) owe a series of duties to the company. [2] There are presently seven key duties codified under the Companies Act 2006 sections 171 to 177, which reflect the common law and equitable principles.
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]
Under this model, the board of directors is composed of both executive and non-executive directors, the latter being meant to supervise the former's management of the company. A two-tiered committee structure with a supervisory board and a managing board is common in civil law countries.
In the two-tiered board, the executive board, made up of company executives, generally runs day-to-day operations while the supervisory board, made up entirely of non-executive directors who represent shareholders and employees, hires and fires the members of the executive board, determines their compensation, and reviews major business decisions.