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As part of the appointment of officers, the board will often approve indemnification agreements with the officer. Such agreements provide for indemnification of officers for personal liability for actions taken on behalf of the corporation. The board will also approve separate resolutions that approve indemnification for decisions made by ...
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 ...
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.
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]
Surveys have indicated that about 20% of nonprofit foundations pay their board members, [57] and 2% of American nonprofit organizations do. [58] [59] 80% of nonprofit organizations require board members to personally contribute to the organization. [60] [61] As of 2007, this percentage had increased in recent years. [timeframe?] [62] [63] [64]
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).
At least two members of the board, up to one-third of the board's membership. Estonia: 0%: N/A: No general law Finland: Co-operation Act 2021 s 31 [10] 20%: 150: From 150 employees, there must be an agreement on employee representation. If there is none, employee representation automatically defaults to one-fifth of board members. France ...
A non-executive director (abbreviated to non-exec, NED or NXD), independent director or external director is a member of the board of directors of a corporation, such as a company, cooperative or non-government organization, but not a member of the executive management team.