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The Board of Directors
It is the highest governing body of a corporation. It is a policy maker of the company. The Board has the power to appoint and remove all executive officers and grant them approving, and executive authority.. Therefore, all its resolutions must be implemented.
Duties
The board is enjoined to follow and observe the 3 duties that everybody observes: obedience, diligence and loyalty.
Membership
Its members shall consist of people of quality and probity: at least 4 years of college or equivalent experience in business. The members shall not have been convicted of crimes or offenses involving moral turpitude or those even involving credit malfeasance. Nor shall the Board member be absent for more than 50% of the meetings.
No one engaged in similar business can be a member of the board.
Meetings
The board shall meet at least once a month in a place and time that may be agreed upon by the Board in a resolution, in which case, the notice of meeting may be waived.
l. Notice of meeting - The notice of meeting shall be sent to the Board Member one week prior and shall contain the agenda.
2. Agenda:
l. Business arising from previous meeting
2. New business matters
3. Other matters - Items not previously submitted to the Board but is urgent and needs to be resolved.
Minutes of the Meetings
The proceedings and resolutions of the meeting shall be made and printed immediately and copies of which shall be provided by the corporate secretary to the concerned party for execution. The minutes shall be attested by the Chairman and the Secretary. It is the duty of the secretary to gather information as to the implementation of the previous resolutions.
Duty of loyalty of the Board Member
The proceedings of the meeting are private and secured in nature and shall not be revealed nor discussed with third parties. The Board members are bound by confidentiality and secrecy, and duly of loyalty. Once the resolution is approved, the minority, those who vetoed or abstained are duty bound to honor the said resolution.
In some companies that are public, there is a law on good governance where there are strict rules on correct way of running a corporation, ethics, and legal conformance. Public corporations need independent Board of Directors.
Are we close? Strictly acknowledge reading and understanding by promptly making a comment..comply.
The Board of Directors
It is the highest governing body of a corporation. It is a policy maker of the company. The Board has the power to appoint and remove all executive officers and grant them approving, and executive authority.. Therefore, all its resolutions must be implemented.
Duties
The board is enjoined to follow and observe the 3 duties that everybody observes: obedience, diligence and loyalty.
Membership
Its members shall consist of people of quality and probity: at least 4 years of college or equivalent experience in business. The members shall not have been convicted of crimes or offenses involving moral turpitude or those even involving credit malfeasance. Nor shall the Board member be absent for more than 50% of the meetings.
No one engaged in similar business can be a member of the board.
Meetings
The board shall meet at least once a month in a place and time that may be agreed upon by the Board in a resolution, in which case, the notice of meeting may be waived.
l. Notice of meeting - The notice of meeting shall be sent to the Board Member one week prior and shall contain the agenda.
2. Agenda:
l. Business arising from previous meeting
2. New business matters
3. Other matters - Items not previously submitted to the Board but is urgent and needs to be resolved.
Minutes of the Meetings
The proceedings and resolutions of the meeting shall be made and printed immediately and copies of which shall be provided by the corporate secretary to the concerned party for execution. The minutes shall be attested by the Chairman and the Secretary. It is the duty of the secretary to gather information as to the implementation of the previous resolutions.
Duty of loyalty of the Board Member
The proceedings of the meeting are private and secured in nature and shall not be revealed nor discussed with third parties. The Board members are bound by confidentiality and secrecy, and duly of loyalty. Once the resolution is approved, the minority, those who vetoed or abstained are duty bound to honor the said resolution.
In some companies that are public, there is a law on good governance where there are strict rules on correct way of running a corporation, ethics, and legal conformance. Public corporations need independent Board of Directors.
Are we close? Strictly acknowledge reading and understanding by promptly making a comment..comply.
