Professional Documents
Culture Documents
DIRECTORS
A board of directors is a body of elected or appointed members
who jointly oversee the activities of a company or organization.
A board's activities are determined by the powers, duties, and
responsibilities delegated to it or conferred on it by an authority
outside itself. These matters are typically detailed in the
organization's bylaws. The bylaws commonly also specify the
number of members of the board, how they are to be chosen, and
when they are to meet.
In an organization with voting members, the board acts on behalf
of, and is subordinate to, the organization's full group, which
usually chooses the members of the board. In a stock corporation,
the board is elected by the shareholders and is the highest
authority in the management of the corporation. In a non-stock
corporation with no general voting membership, the board is the
supreme governing body of the institution; its members are
sometimes chosen by the board itself.
Responsibilities, powers and functions of board of
directors:
The board of directors of a listed company shall exercise its
powers and carry out its fiduciary duties with a sense of objective
judgment and independence in the best interests of the listed
company.
The board of directors of a listed company shall ensure that:
(a) professional standards and corporate values are put in place
that promote integrity for the board, senior management and
other employees in the form of a Code of Conduct, defining
therein acceptable and unacceptable behaviors. The board shall
take appropriate steps to disseminate Code of Conduct
throughout the company along with supporting policies and
procedures and these shall be put on the companys website;
(b) adequate systems and controls are in place for identification
and redress of grievances arising from unethical practices.
(c) a vision and/or mission statement and overall corporate
strategy for the listed company is prepared and adopted. It shall
further ensure that significant policies have been formulated;