Professional Documents
Culture Documents
10. Priority setting: Sets and spends time only on the important
matters, focusing on key issues and ends.
11. Business acumen: Understands how an organization inclusive of
multiple systems works and the factors that makes an organization
successful.
12. Team player: Understands the value of teams and actively works to
promote team work at all levels of the organization, appreciating
diverse opinion.
13. Decision-making: Makes decisions based on analysis of the available
information and a mixture of wisdom, experience, and judgment.
The Role of Directors
1. Duties: The basic legal duties of directors are to act in good faith in
the interests of the company and for a proper purpose; and to
exercise care and skill.
2. Supply of Information: The effectiveness of a board is dependent to
a substantial extent on the form, timing and quality of the
information which it receives.
3. Training: On the first occasion that an individual is appointed to the
board of a listed company, he or she should receive induction into
the responsibilities of a director.
4. Executive Directors: Executive directors share with their non-
executive colleague’s overall responsibility for the leadership and
control of the company.
Qualifications of a Director
Furthermore, there are certain other powers specified the company act under
various sections which shall be exercised by the board of directors only at the
meeting of board. These powers include:
The board of directors can also exercise certain other powers as listed below with the
consent of the company in general meeting, as in the case of an amalgamation scheme:
1. To sell, lease or otherwise dispose of the whole or substantially the whole of the
undertaking of the company.
2. To remit or give time for repayment of any debt due to the company by a director
except in the case of renewal or continuance of an advance made by the banking
company to its director in the ordinary course of business.
3. To borrow in excess of capital.
4. To contribute to charitable and other funds not relating to the business of the
company or the welfare of its employees beyond a specified amount.
5. To invest compensation amounts received on compulsory acquisition of any of the
company’s properties.
6. To appoint a sole selling agent.
Liabilities of Directors
under certain circumstances, a Director may be held liable on behalf of the company.
These circumstances are:
1. Debts of the Company: Generally, a director is not personally liable for any debt of
the company unless fraud on the part of such director can be established.
2. Liabilities for company’s contracts: A director is, generally, not liable for any
contract entered into by the company, unless expressly provided for, or fraud on
the part of such director can be established.
3. Refund of share application money: A director is personally liable along with the
company to repay the share application or excess share application money.
Liabilities of Directors
under certain circumstances, a Director may be held liable on behalf of the company.
These circumstances are:
4. Liability to pay for qualification shares: If the director has not acquired his or her
qualification shares within the prescribed time period and the company goes into
liquidation the day after this period expires, the director will be called upon by the
official liquidator to pay for the shares he or she was supposed to have purchased.
2. Negligence: A director may be held liable for negligence in the exercise of his
duties.
3. Breach of trust: Since the directors of a company are trustees of its money and
property, they must discharge their duties in that spirit to the best interest of the
company.
4. Misfeasance: Directors are liable to the company for misfeasance, i.e. willful
misconduct. For this purpose, they may be sued in a court of law.
Effectiveness of the Board of Directors
1. Management decisions confirmation: Directors are confirming management
decisions on major changes in objectives, policies and those transactions that will
have a substantial effect on the success of the company.