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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 .
Director – a person appointed to serve on the board of an organization, such as an institution or business. Inside director – a director who, in addition to serving on the board, has a meaningful connection to the organization; Outside director – a director who, other than serving on the board, has no meaningful connections to the ...
Depending upon the size of an organization or a company, the number of directors can vary. Start-up companies can have a single director, which is the minimum for a private limited company according to the law. However, as organizations and businesses expand, the number of directors can increase because more tasks and responsibilities become ...
Corporate law (also known as company law or enterprise law) is the body of law governing the rights, relations, and conduct of persons, companies, organizations and businesses. The term refers to the legal practice of law relating to corporations, or to the theory of corporations .
A further, though technically different, equitable remedy is that according to the US Supreme Court in Taylor v Standard Gas Co [55] corporate insiders (e.g. directors or major shareholders) who are also creditors of a company are subordinated to other creditors when the company goes bankrupt if the company is inadequately capitalized for the ...
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.
A company is run by the directors, who are appointed by the shareholders. Usually, the shareholders elect a board of directors (BOD) at the annual general meeting (AGM), which may be statutory (e.g. India and the UK). The number of directors depends on the size of the company and statutory requirements.
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.