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F4 Company Directors Notes
F4 Company Directors Notes
Regulation
and
Administration
of
Companies
Company
Directors
ROLE
OF
DIRECTORS:
Board of directors - executive committee which comprises of directors and chairman and runs a company
through regular meetings, policy making and strategy settings. Directors have the power to decide on a
particulardecisionand
seeit
beingcarried
out
inthemethodtheypropose.
Keyfunctions
of
directors: Othertasks:
1) Definingthepurpose ofthecompany; 1) Overseeingstrategy;
2) Settingcompany’svalues andstandards; 2) Monitoringrisks,controlsystems,governance;
3) Identifying of the stakeholders relevant to the 3) Monitoringhumancapitalaspectsofcompany;
businessofthecompany; 4) Managingpotentialconflictsofinterest;
4) Ensuring that company’s obligations to its 5) Effectivecommunicationofplans;
stakeholdersare understoodandmet; 6) Increasingreputation.
5) Developingofa strategycombiningallfactors;
6) Ensuring that management implements the
strategy;
7) Providing entrepreneurial leadership of the
company within a framework of prudent and
effective controls which enable risk to be
assessedandmanaged;
8) Ensuring that the necessary financial and
human resources are in place for the company
tomeetitsobjectives;
9) Reviewofmanagementperformance.
MANAGING
DIRECTOR/CHAIRMAN
RESPONSIBILITIES:
1) Leadstheboard;
2) Runningtheboardandsettingits
agenda;
3) Ensuringtheboardreceivesaccurate&timelyinformation;
4) Ensuringineffective
communicationwithshareholders;
5) Ensuringsufficient
timeallowed
fordiscussionofcontroversialissues;
6) Takingthelead
inboarddevelopment;
7) Facilitatingboard
appraisal;
8) Encouragingactive
engagement
byallmembersoftheboard;
9) Reportingin(chairman’s
statement)
and
signingoffaccounts.
CHIEF
EXECUTIVE
OFFICER:
Chief executive officer (CEO) - senior executive in charge for management team who is responsible for leading
managementteamat
andbelowboardlevel
andreportabletotheboard.
Comparisonbetweenthe
chairmanand
CEO:
Chairman CEO
- Oftenappointed; - Electedamongdirectors;
- Non-executiveofficer; - Executivedirector.
Reasonsforseparationof
rolesofchairmanandCEO:
a) Reducestheconcentration
of
power;
b) Preventsthereductionof
efficiency
ofotherdirectors;
c) Reducestheriskof
conflict
ofinterest;
d) Reassuresshareholders.
OTHER
DIRECTORS:
EXECUTIVE
VS
NON-EXECUTIVE
DIRECTORS:
Company practice is to distinguish directors into executive and non-executive directors. These are corporate
governancebestpractice
andnot
legalclassification.Bothtypesofdirectorshavethesameresponsibilities
.
DIRECTORS
AND
THEIR
OFFICE:
First directors are appointed by the subscribers to the memorandum of association and are named on the
registration form. The directors automatically take office on the date of incorporation per Companies Act 2006
s.16(6).
Names and other details of the directors should be entered in the register of directors per Companies Act 2006
s.162.Subsequentdirectorsareappointed
in
accordancewiththecompany’sarticles.
Model Articles states that: “Any person willing to be appointed by a director, and permitted by law to do so can
beappointedbyordinaryresolutionof
ageneralmeetingorbyresolutionofthedirectors.”
When a director resigns the board of directors must be called in order to examine the resignation and either
acceptorrejectthe
resignation.