By Sanjay Anand
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Extra info for Essentials of corporate governance
The directors function as the voice of the share- 40 Structure TIPS AND TECHNIQUES (CONTINUED) holders—the owners—representing their interests in the corporation’s events, decisions, and activities. Some of the specific jobs assigned to the board include: Developing long-term goals for the company Monitoring and replacing the chief executive officer (CEO) Monitoring and replacing other key members of executive management Reviewing and evaluating compensation plans for executives and directors Monitoring governance strategies Detecting incompetence within the board itself Selecting and screening board nominees Communicating with shareholders Monitoring for conflicts of interest S tructure No one-board profile will fit the needs of each and every corporation.
In most cases, the body of people who own a corporation’s stock is very large. There is also the fact that purchasing stock does not mean that the shareholder has any business expertise or the ability to run a company. For these reasons, shareholders elect qualified directors to sit on the corporation’s board and make decisions on their behalf. The election of board members is one of the principal rights and duties that a shareholder has, and with it comes a great deal of responsibility. Unfortunately, there is also a great deal of opportunity for corruption within the board election process.
Independent directors who are unmotivated or too busy to fully commit to their duties will not further the board’s independence. In some circumstances, the corporate structure, other board members, or company executive can hinder the functional abilities of independent directors. For example, in order to maintain active involvement, independent directors must have access to all necessary corporate information. Depending on the circumstances, independent directors may need to meet with members of the executive, to review financial 49 Chapter 4: Board of Directors records, or to be informed about other corporate activity.
Essentials of corporate governance by Sanjay Anand