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Q: How does the Board of Directors hold the CEO accountable for their performance?
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What titles do each board of directors hold in a business?

CEO CFO COO CIO


Can a company increase its maximum number of directors in its board?

A company, at a general meeting may, by ordinary resolution, increase or reduce the number of its directors within the limits fixed in that behalf by its articles.Increase in number of directors to require Government sanctionIn the case of a public company, or a private company which is a subsidiary of a public company, any increase in the number of its directors, beyond the maximum number of directors permitted by the Articles of the Company as first registered, shall not have any effect unless approved by the Central Government and shall become void if, and in so far as, it is disapproved by that Government.However, where such permissible maximum is 12 or less, no approval of the Central Government is required provided the increase does not increase the number of directors beyond 12.Additional directorsThe Board of directors may appoint additional directors if such power is conferred on it by the articles of the company. Such additional directors shall hold office only up to the date of the next annual general meeting of the company.Provided further that the number of the directors and additional directors together shall not exceed the maximum strength fixed for the Board by the articles.Filling of casual vacancies among directorsIn the case of a public company or a private company which is a subsidiary of a public company, if the office of any director appointed by the company in general meeting is vacated before his term of office will expire in the normal course, the resulting casual vacancy may, in default of and subject to any regulations in the articles of the company, be filled by the Board of directors at a meeting of the Board.Any person so appointed shall hold office only up to the date up to which the director in whose place he is appointed would have held office if it had not been vacated as aforesaid.Appointment and term of office of alternate directorThe Board of directors of a company may, if so authorised by its articles or by a resolution passed by the company in general meeting, appoint an alternate director to act for a director during his absence for a period of not less than three months from the State in which meetings of the Board are ordinarily held.An alternate director so appointed shall not hold office for a period longer than the period for which the original director hold office and vacate office if and when the original director returns to the State in which meetings of the Board are ordinarily held.Appointment of directors to be voted on individuallyAt a general meeting of public company or of a private company which is a subsidiary of a public company, each director has to be appointed separately by a separate resolution. However, appointment of more than one director through the same resolution will be valid if it has been passed unanimously. A resolution moved in contravention of the aforesaid provision shall be void, whether or not objection was taken at the time to its being so moved:Consent of candidate for directorship to be filled with RegistrarA person shall not act as director of a company unless he has, by himself or by his agent authorised in writing, signed and filed with the Registrar, a consent in writing to act as such director within 30 days of his appointment. This provision shall not apply to a private company unless it is a subsidiary of a public company.Option to company to adopt proportional representation for the appointment of directorsIf the articles of a company provide for the appointment of not less than two-thirds of the total number of the directors of a public company or of a private company which is a subsidiary of a public company, according to the principle of proportional, representation, whether by the single transferable vote or by a system of cumulative voting or otherwise. Such appointments may be made once in every three years and interim casual vacancies being filled by the Board of Directors as Casual Vacancies. This may enable minority shareholders to have a proportional representation on the Board of Directors of the company.


Can a company increase its maximum number of directors on its board?

A company, at a general meeting may, by ordinary resolution, increase or reduce the number of its directors within the limits fixed in that behalf by its articles. Increase in number of directors to require Government sanctionIn the case of a public company, or a private company which is a subsidiary of a public company, any increase in the number of its directors, beyond the maximum number of directors permitted by the Articles of the Company as first registered, shall not have any effect unless approved by the Central Government and shall become void if, and in so far as, it is disapproved by that Government. However, where such permissible maximum is 12 or less, no approval of the Central Government is required provided the increase does not increase the number of directors beyond 12. Additional directorsThe Board of directors may appoint additional directors if such power is conferred on it by the articles of the company. Such additional directors shall hold office only up to the date of the next annual general meeting of the company. Provided further that the number of the directors and additional directors together shall not exceed the maximum strength fixed for the Board by the articles. Filling of casual vacancies among directorsIn the case of a public company or a private company which is a subsidiary of a public company, if the office of any director appointed by the company in general meeting is vacated before his term of office will expire in the normal course, the resulting casual vacancy may, in default of and subject to any regulations in the articles of the company, be filled by the Board of directors at a meeting of the Board. Any person so appointed shall hold office only up to the date up to which the director in whose place he is appointed would have held office if it had not been vacated as aforesaid. Appointment and term of office of alternate directorThe Board of directors of a company may, if so authorised by its articles or by a resolution passed by the company in general meeting, appoint an alternate director to act for a director during his absence for a period of not less than three months from the State in which meetings of the Board are ordinarily held. An alternate director so appointed shall not hold office for a period longer than the period for which the original director hold office and vacate office if and when the original director returns to the State in which meetings of the Board are ordinarily held. Appointment of directors to be voted on individuallyAt a general meeting of public company or of a private company which is a subsidiary of a public company, each director has to be appointed separately by a separate resolution. However, appointment of more than one director through the same resolution will be valid if it has been passed unanimously. A resolution moved in contravention of the aforesaid provision shall be void, whether or not objection was taken at the time to its being so moved: Consent of candidate for directorship to be filled with RegistrarA person shall not act as director of a company unless he has, by himself or by his agent authorised in writing, signed and filed with the Registrar, a consent in writing to act as such director within 30 days of his appointment. This provision shall not apply to a private company unless it is a subsidiary of a public company. Option to company to adopt proportional representation for the appointment of directorsIf the articles of a company provide for the appointment of not less than two-thirds of the total number of the directors of a public company or of a private company which is a subsidiary of a public company, according to the principle of proportional, representation, whether by the single transferable vote or by a system of cumulative voting or otherwise. Such appointments may be made once in every three years and interim casual vacancies being filled by the Board of Directors as Casual Vacancies. This may enable minority shareholders to have a proportional representation on the Board of Directors of the company.


Why have a department manager?

A department manager is important to give upper management someone to hold accountable. It also gives a resource to the employees for questions and guidance in their job.


What are the social responsibilities of an educational manager in order to run successfully the business?

Here we are dealing with another aspect of the work of directing and managing, namely the relationship which directors and managers have with the community in which they live and work, of which they are a part. Decisions taken by directors and managers affect the community, affect the quality of life and indeed the safety of health and life of the people in a widening area. We already defined responsibility <1> by saying that When I give a person work to do, I hold him accountable for the way in which he does it, i.e. he is responsible to me. This is the meaning of responsibility. Hence when we are talking about the 'social responsibilities of directors and managers' then we are talking about their responsibilities towards society, i.e. towards the community. What we are saying is that the purpose of enterprises is to satisfy the needs of the community and that in the end directors and managers are working for the community and that they are accountable to the community for the way in which this work is done. In other words, directors and managers are responsible to the community for what they do, are accountable to the community for the results of their work and for the way in which such results are achieved. Again, this is one end of a scale. It is the 'participative' end of the scale and describes the relationship between the community and its leadership. To understand the point of balance in the many organisations which are neither at one extreme nor the other, we again need to look at the other extreme end of the scale. In theory the 'profit motive' and 'free competition' are supposed to direct effort into areas and directions most needed by the community. In practice it is only infrequently that we have a free market in which prices for needed goods and services are freely determined by supply and demand. Oil prices are determined by what the producers can persuade the customers to pay and the oil producers consult with each other about what to charge next and in this way bring pressure to bear on their customers. Solicitors not only lay down the scale of fees for conveyancing but in addition exclude competition by preventing others from doing the same work. Prices for goods tend not to be the cost of production plus a reasonable margin but tend to be determined by what one can persuade people to pay for what one can persuade them to buy. And demand can be manipulated by the mass media. In practice directors are required by law to act first and foremost in the interests of the owners so that it is profit which is maximised. At this end of the scale, profit is maximised regardless of the cost to others, i.e. regardless of the cost to the community. Since it is long-term profits which are being maximised, profits are maximised regardless of the cost to the community but only to the extent of the likelihood <2> of repercussions. Thus we now need to consider how to assess the work of directors and managers from the point of view of the extent to which their work either serves or harms the community. Hence we now look at some major problems and disasters which have already taken place as the result of preoccupation with profit regardless of the cost to the community and draw some relevant conclusions.

Related questions

How many members in board of directors in stocks?

It is generally a requirement that all members of a board of directors hold stock in the company.


What titles do each board of directors hold in a business?

CEO CFO COO CIO


What is the purpose of an institutional review board?

The purpose of an institutional review board is to hold the agency or organization accountable for its actions and policies. The review board also looks into the complaints of consumers and investigates their causes.


What do Voting shareholders in a company hold?

In a corporation the voting shareholders hold the right to elect the Board of Directors. Each share represents one vote.


Should executives and directors go to jail for the acts of their corporations employees?

Executives and directors should be held accountable for their corporations' actions if they were directly involved or complicit in illegal activities. However, they should not automatically be sent to jail for the actions of employees unless they were personally responsible for those actions. It is important to hold individuals accountable based on their level of involvement and responsibility.


Can a homeowner association hold you accountable for an exterior modification violation made by the previous owner four years ago?

Several issues appear in your question that you can discuss with your board. For example:Which section of the governing documents was violated by the previous owner?What action did the board take to hold the previous owner 'accountable' for the violation?What was the previous owner's position on the modification? Did s/he request permission from the board to make the modification?Was approval given by the board?Was the modification completed as approved?What part of the modification was listed in your sale documents? Unpaid fine?Notice of lien to cover the fine?Other?Your definition of accountable is unclear. What does it mean in this context? Is the modification an asset that must be maintained?Bottom line, it could be unreasonable for the association to hold you 'accountable' for 'something' that was not revealed at time of sale.As well, read your governing documents to determine how/ if this 'something' is/ could be 'grandfathered' into your ownership, which might make you responsible.


What is a corperation owned by?

A corporation is owned by its shareholders, who hold ownership in the form of shares of stock. Shareholders elect a board of directors to oversee the corporation's management on their behalf.


What if your car is in repo status and there is a mechanical lien on it does the finance company hold you accountable?

Not necessarily but the person with the mechanical lien will for sure sue you and hold you accountable.


What can a manager do to discourage social loafing in a group?

Managers can discourage social loafing by setting clear performance expectations for each team member, actively monitoring individual contributions, providing regular feedback on performance, and holding team members accountable for their work. Encouraging a culture of open communication and collaboration can also help in promoting individual accountability within the group.


What activities does an effective team do?

Hold members accountable


What questions could you ask if you wanted to expand on the following piece of data - Standarized testing helps hold school and teachers accountable for students' performance?

all of the above correct


How do you vote in a member to a Board of directors?

Read your governing documents to understand the process. Usually, at the annual meeting, after candidates apply for a board position, the membership, made up of unit owners, votes on the candidates. Candidates elected are added to the board, and the board members decide which post each director will hold.