[vsw id=”KxjLLIVuAg0″ source=non-executive directors “youtube” width=”611″ height=”344″ autoplay=”no”]<\/p>\n
The board of directors oversights company operations and serves as the link between its shareholders and managers. It has the ultimate responsibility of ensuring that the company adopts proper corporate governance principles and complies with all applicable laws and regulations.<\/p>\n
Boards with one-tier structures comprise a mix of executive and non-executive directors. The executive directors are employed by the company and are usually members of senior management, while the non-executive directors are external to the company and bring objectivity to the decision-making process. Independent directors are non-executive directors who do not have a material relationship with the company concerning employment, ownership, or remuneration.<\/p>\n
In boards with two-tier structures, the supervisory and management boards are independent of each other. The chairperson of the supervisory board is typically external to the company while the Chief Executive Officer (CEO) usually chairs the management board.<\/p>\n
In some countries such as the United States, many companies have \u201cCEO duality\u201d in which the CEO also serves as the chairperson of the board. The CEO and chairperson roles are however becoming increasingly separated.<\/p>\n
Duty of care<\/em> and duty of loyalty<\/em> are two well-established elements of directors\u2019 responsibilities. The Organization for Economic Co-operation and Development (OECD) Principles of Corporate Governance indicate that duty of care \u201crequires board members to act on a fully informed basis, in good faith, with due diligence and care\u201d. In the same breath, the duty of loyalty \u201cis the duty of the board member to act in the interest of the company and shareholders.\u201d<\/p>\n The board:<\/p>\n The board of directors typically establishes committees and delegates some of its responsibilities to these committees. Some of the most common committees include:<\/p>\n Which of the following board committees helps to ensure that the board composition is balanced and aligned to the company\u2019s governance principles?<\/p>\n A. Governance Committee<\/p>\n B. Nomination Committee<\/p>\n C. Audit Committee<\/p>\n Solution<\/strong><\/p>\n The correct answer is A.<\/p>\n The Governance Committee helps to ensure that the board composition is balanced and aligned to the company\u2019s governance principles.<\/p>\n<\/blockquote>\n Reading 31 LOS 31f:<\/em><\/p>\n Describe functions and responsibilities of a company\u2019s board of directors and its committees<\/em><\/p>\n\n
Board of Directors Committees<\/strong><\/h2>\n
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Question<\/strong><\/h2>\n