Board of Directors

(redirected from Corporate board)
Also found in: Dictionary, Thesaurus, Financial.
Related to Corporate board: Conference Board

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)

References in periodicals archive ?
I know this first-hand: both from the corporate boards on which I serve and from the boards I advise on business growth and risk-mitigation strategy.
In recent years, there has been an increased interest in regulating corporate diversity generally, and corporate board diversity, specifically.
Chief Executive Group said this acquisition provides an opportunity to expand both Corporate Board Member and CEO communities in collaboration with select partners who can add value.
"The most important (thing) I'm hearing is really clearly define the role of the corporate board and local school board committees and also in the corporate board model ...
But one thing that India has done in the past few years which we found very heartening is India is the first developing economy that has a quota for women on corporate boards for publicly-listed companies, Iqbal said.
If you are a black person privileged to serve on a major corporate board, you can do no less.
Limited progress for Hispanic inclusion on corporate boards says study
Germany's two major political parties agreed in November to introduce legislation requiring German firms to set a quota of 30 percent women on corporate boards by 2016.
Executive Women of New Jersey (”EWNJ”), the region's leading not-for-profit organization promoting women's executive leadership in business and on corporate boards, announced today that it will host “A Seat at the Table - Celebrating Women and Board Leadership,” a January 28, 2014 breakfast and networking event that highlights the expanding role of women on corporate boards of directors.
According to the firms, the alliance combines Corpedia's expertise in governance, risk and compliance education and advisory services, and Corporate Board Member's expertise in providing senior officers and directors with governance and compliance resources, with Marsh's directors and officers liability expertise, analytical platform, and claims advocacy support.
Those were some of the insights revealed in a survey of corporate directors by Corporate Board Member magazine and executive search consulting firm Spencer Stuart.
Hauber will serve as chairman of the Kansas Corporate board, marking his 20th year of elected service to the organization.

Full browser ?