Director (company)

A board of directors is a body of elected or appointed members who jointly oversee the activities of a corporation or organization, which can include a non-profit organization or a government agency. A board of directors' activities are determined by the powers, duties and responsibilities conferred on it by an authority outside itself. These matters are typically detailed in regulations (including the jurisdiction's corporations law) or in the organization's constitution and bylaws. These authorities may specify the number of members of the board, how they are to be chosen, and how often they are to meet. However, the constitution and bylaws rarely address a board's powers when faced with a corporate turnaround, restructuring, or emergencies, where board members need to act as agents of change in addition to their traditional fiduciary responsibilities.

In an organization with voting members, the board is accountable to, and might be subordinate to, the organization's full membership, which usually vote for the members of the board. In a , non-executive directors are voted for by the shareholders and the board is the highest authority in the management of the corporation. The board of directors appoints the chief executive officer of the corporation and sets out the overall strategic direction. In corporations with dispersed ownership, the identification and nomination of directors (that shareholders vote for or against) are often done by the board itself, leading to a high degree of self-perpetuation. In a with no general voting membership, the board is the supreme governing body of the institution; its members are sometimes chosen by the board itself.

Other names include Board of directors and advisors, board of governors, board of managers, board of regents, board of trustees, or board of visitors. It may also be called "the executive board" and is often simply referred to as "the board".

Typical duties of boards of directors include:

The legal responsibilities of boards and board members vary with the nature of the organization, and between jurisdictions. For companies with publicly trading stock, these responsibilities are typically much more rigorous and complex than for those of other types.

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