Beruflich Dokumente
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BOARD OF DIRECTORS
DEFINATION
Group of people legally and morally charged with the responsibility to govern an organization
OUTSIDE DIRECTORS
Non-management directors May be executives of other firms but not employed by boards corporation
Setting corporate strategy, overall direction, mission or vision. Hiring and firing the CEO and top management.
Represent value.
shareholders
and
create
shareholder
Align the interests of management with those of shareholders while protecting the interests of other stakeholders (customers, creditors, suppliers). Define the companys mission and goals. Establish or approve strategic plans and decisions to achieve these goals. Appoint senior executives to manage the company in accordance with the established strategies, plans, policies, and procedures.
Approve major business transactions and corporate plans, decisions, and actions according to the bylaws.
Develop and approve executive compensation, pension, post-retirement benefits plan, and other long-term benefits, including stock ownership and stock options. Review financial reports, including audited annual financial statements, quarterly reviewed financial statements, and other important financial disclosures such as management discussion and analysis. Review managements report on the effectiveness of internal control over financial reporting.
Provide counsel to the companys senior executives, especially the CEO, on material strategic decisions and risk management. Ensure the companys compliance with applicable laws, rules, and regulations. Approve the companys financial activities. major operating, investing, and
Set the tone at the top by promoting legal and ethical conduct throughout the company. Evaluate the performance of the board, its committees (e.g., audit, compensation, and nominating), and the members of each committee.
Hold the board, its committees, and directors accountable for the fulfillment of the assigned fiduciary duties and oversight functions. Approve dividends, financing, capital changes, and other extraordinary corporate matters.
Oversee the sustainability of the company in creating long-term shareholder value and protecting interests of other stakeholders.