Why Directors Are Accountable To Their Shareholders.
A recent press article reported companies appointing lead directors are having problems locating fully independent ones. Directors are obligated to attempt to prevent wrongdoing bytheir fellow directors, and, if wrong is committed, to seek torectify it. Directors are expected to attend Board meetings, meetings of Committees on which they serve and the Company's annual meeting of stockholders, to spend the time needed and to meet as frequently as necessary to properly discharge their responsibilities. Directors are expected to adhere to the conflict of interest policies and the code of conduct maintained by the Board. Directors
Directors are encouraged to attend ongoing education programs and are reimbursed for attendance at one program per year. Directors are not required to ensure that every director has disclosed relevant information to the auditors, though in practice, it would be sensible to communicate with each other to ensure all relevant information has been made available. Directors' salaries rise after they deliver a big hit, so it costs more to bring the same talent back. Directors are entitled to retain the fees earned. Directors are the holders of an office within the company. Directors may hold shares of a corporation where they are directors. Directors need not all be elected at the same time or for the same length of time. Directors must at all times remain free to assess the best interests of the corporation and to act on this assessment. Directors are not liable if they exercise the same degree of care, diligence and skill that a reasonable, prudent person would exercise in comparable circumstances. Meetings Meetings of the board can be held whenever and wherever the board wishes, unless the corporation's by-laws or Articles say otherwise. Meetings can be held anywhere, not necessarily in the prototypical board room, although there has to be someone taking minutes. Board members are expected to attend all meetings of the Board and their committees, as well as the Annual Meeting of Stockholders. As a rule, the Board of Directors meetings take place at the Corporate Headquarters. Report The Board of Directors support the principles of Corporate Governance, and seek to facilitate effective Corporate Governance by ensuring well defined reporting lines, good information flow, systems of checks and balances and a culture of principled, ethical behaviour. To ensure that these requirements are satisfied, the directors are responsible for establishing and maintaining adequate internal controls, including disclosure controls and procedures for financial reporting throughout the Group. Directors are not insurers of the acts ofcorporate officers, knowledge of which they do not have andare not chargeable with, and they are not liable for thewrongful acts of the officers or of their co-directors if theydo not participate therein, nor connive at them, and ifordinary care on their part would not have averted the loss. |