director


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Director

One who supervises, regulates, or controls.

A director is the head of an organization, either elected or appointed, who generally has certain powers and duties relating to management or administration. A corporation's board of directors is composed of a group of people who are elected by the shareholders to make important company policy decisions.

Director has been used synonymously with manager.

director

n. a member of the governing board of a corporation or association elected or re-elected at annual meetings of the shareholders or members. As a group the directors are responsible for the policy making, but not day-to-day operation, which is handled by officers and other managers. In some cases, a director may also be an officer, but need not be a shareholder. Most states require a minimum of three directors on corporate boards. Often lay people dealing with corporations confuse directors with officers. Officers are employees hired by the Board of Directors to manage the business. (See: corporation, board of directors)

director

noun administrator, boss, chief, curator, executor, foreman, governor, guide, inspector, leader, manager, overseer, presiding officer, proctor, procurator, superintendent, supervisor
Associated concepts: board of directors, de facto director, de jure director, director's liability, dummy director, interlockkng directorates
See also: administrator, caretaker, chairman, chief, employer, principal, procurator, superintendent

director

a person who conducts the affairs of a company. Directors act as agents of the company, owe fiduciary duties to it and have a duty of care towards it. Directors may have executive functions or they may be non-executive directors, their principal functions being to safeguard the interests of investors. Directors, while not servants of the company as such, have a responsibility to it not dissimilar to the responsibility owed by a trustee to his beneficiaries. Specifically, directors are under duties to exercise their powers for the purposes for which they were conferred and to exercise them bona fide for the benefit of the company as a whole; and not to put themselves in a position in which their duties to the company and their personal interests may conflict.

First directors are usually named in the articles of association; however, it is not uncommon for the articles, instead of naming directors, to contain a power for the subscribers, or a majority of them, to appoint them. Following appointment, the normal procedure is for directors to retire by rotation, although a director's office may be vacated in other circumstances. A retiring director is eligible for re-election and the members at the annual general meeting at which a director retires may fill the vacated office by electing the same or another person to it.

The appointment of directors of a public limited company must be voted on individually unless the members who are present agree by resolution, without dissent, to a single resolution appointing two or more directors. Like trustees, directors are not entitled as of right to remuneration; accordingly, a director has no claim to payment for his services unless, as is usual, there is a provision for payment in the articles. In insolvency proceedings, legislation empowers the court to make a disqualification order disqualifying the persons specified in the order from being directors of companies and from otherwise being concerned with a company's affairs. A company director may be removed by special resolution, notwithstanding anything in the articles or in any agreement between him and the company. Special notice of such a resolution must be given.

References in periodicals archive ?
In addition to the functional skills needed, private boards need to be built with directors who have adequate time, track what is happening and know how to interact on a board.
These policies vary widely in terms of coverage but include personal coverage for the director as well as reimbursement coverage for the organization.
Such duties of the secretary-treasurer as may be specified by the Board of Directors may be delegated to file Executive Director.
DIRECTOR, DEFENSE PROCUREMENT & ACQUISITION POLICY
Karr, Managing Director, Newmark and Alan Friedman, CB Richard Ellis
For example, the medical director will need to assist in the oversight of infection-control surveillance, vaccination programs, efforts to reduce the risk of falls and use of restraints, adequacy of nutrition, hydration and skin-integrity programs, and quality-improvement analysis and processes.
director of Camp Agawam, Raymond, Maine, from 1939 to 1953.
The changing health care environment is having a tremendous impact on the role and responsibilities of the director of nursing in long term care.
For example, at the start of the 10-year period, the median value of stock held by each outside director of Star companies was $470,000, compared to only $80,000 for the outside directors of Laggard firms.
In fact, the director took an absolute delight in doing so.
More and more Catholic laypeople are choosing to explore the deeper dimensions of their lives with the help of a trained spiritual director.
162(m) performance-based compensation requirements if the non-outside directors recuse themselves from the performance goal process (Letter Ruling 9811029).

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