Board of Directors

(redirected from Executive Chairperson)
Also found in: Dictionary, Thesaurus, Financial.

Board of Directors

A group of people comprising the governing body of a corporation.

The shareholders of a corporation hold an election to choose people who have been nominated to direct or manage the corporation as a board. In the past nearly all states required that at least three directors run a corporation. The laws have changed, however, since many corporations have only one or two shareholders and therefore require only one or two directors to serve on the board.

Directors are elected at the first annual meeting of shareholders and at each successive annual meeting for one-year terms, unless they are divided into classes. In a corporation that divides its directors into classes, called a classified board, conditions are often imposed concerning the minimum size of the board, the minimum number of directors to be elected annually, and the maximum number of classes or maximum terms. The purpose of a classified board, which is expressly permitted by most statutes, is to make takeover attempts more difficult by staggering the terms of the directors.

Removal of a director during the course of his or her term may occur for cause by shareholders or by the board itself if there is a provision in the bylaws or articles of incorporation that confers such power upon them. The removal of a director for cause is reviewable by a court. Many jurisdictions have put into effect statutes that concern the removal of directors with or without cause.

The functions of directors involve a fiduciary duty to the corporation. Directors are in control of others' property and their powers are derived primarily from statute.

Directors are responsible for determining and executing corporate policy. For example, they make decisions regarding supervision of the entire enterprise and regarding products and services.

Liabilities of directors extend to both their individual and joint actions. A director who commits a tort against his or her corporation can be held personally liable.

Directors are bound by certain duties such as the duty to act within the scope of their authority and to exercise due care in the performance of their corporate tasks.

board of directors

n. the policy managers of a corporation or organization elected by the shareholders or members. The Board in turn chooses the officers of the corporation, sets basic policy, and is responsible to the shareholders. In small corporations there are usually only three directors. In larger corporations board members provide illustrious names, but the company is often run by the officers and middle-management who have the expertise. (See: corporation)

See: management, supervision
References in periodicals archive ?
Kuntz became Kindred's executive chairperson in January, capping off a stretch of increasing responsibilities with one of the industry's major nursing home providers.
MC) chief executive Ana Botin has become the banking group's executive chairperson.
As the executive chairperson and founder of Hafeni Tours and Travel, a company founded in 2011, Heinrich Hafeni Nghidipaya is a young emerging entrepreneur who is passionate about life, meeting people, culture, service and touring.
7, 2014 /PRNewswire/ -- Continental Who's Who/- Brother Paul Smith is recognized by Continental Who's Who as a Pinnacle Professional in the field of Non- Profit Organizations as a result of his role as Executive Chairperson with Lasallian Foundation Australia.
Sanghamitra Buddhapriya, executive chairperson ( admissions), FORE School of Management, is of the opinion that an MBA is beneficial for anyone who seeks to work in a business environment.
In a statement released for the occasion, Princess Madawi, who is also the executive chairperson of the conference's organizing committee, said the event will be an effective platform for participants to obtain first-hand knowledge of the latest advances made in the field of Alzheimer's.
The suspect performed liposuction on women and the operating conditions were so primitive that he discarded the removed fat into a cooking pot, Dr Jeehan Qadir, executive chairperson of the American Academy of Cosmetic Surgery Hospital, told Gulf News earlier.
Unsurprisingly, coin dealers the world over are starting to run out of stock of all manner of gold coins," reports Alan Demby, executive chairperson of the exchange.
Ullman, currently serving as a member of the Standard Gold Board of Directors, was named as the Executive Chairperson of the Standard Gold Board, and was appointed to serve as Standard Gold's interim CEO.
This programme represents the very first of its kind in this community, says Yershen Pillay, NYDA Executive Chairperson.
Dr Leake Hangala, Executive Chairperson of the Hangala Group said ,"This has been one of the most challenging property developments undertaken by Hangala Group and its partners.
The meeting was attended by Sami Dhahin Shaheen, Director General of Dubai Economic Development Department; Major General Khamis Matar Al Mazeina, Deputy Commander in-Chief of Dubai Police; Ahmed bin Humidan, Director General of Dubai Smart Government; Matar Al Tayer, Chairman of the Board of Directors and CEO of Roads and Transport Authority; Hussein Nasser Lootah, Director-General of Dubai Municipality; Hilal Al Marri, Director General of Dubai Department of Tourism and Commerce Marketing; Abdulla Al Shaibani, Secretary-General of Dubai Executive Council; Ahmed bin Byat, Chairman of the Board of Directors of du; Awadh bin Hadhir Al Mohiri, Ahmed Galfar, etisalat Group's CEO; and Dr Amina Al Rostamani, Executive Chairperson of Tecom Investments.

Full browser ?