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What is a 'Board of Directors (B of D)'

A board of directors (B of D) is a group of individuals, elected to represent shareholders. A board’s mandate is to establish policies for corporate management and oversight, making decisions on major company issues. Every public company must have a board of directors. Some private and nonprofit organizations also have a board of directors.

BREAKING DOWN 'Board of Directors (B of D)'

In general, the board makes decisions as a fiduciary on behalf of sha reholders. Issues that fall under a board's purview include the hiring and firing of senior executives, dividend policies, options policies, and executive compensation. In addition to those duties, a board of directors is responsible for helping a corporation set broad goals, supporting executive duties, and ensuring the company has adequate, well-managed resources at its disposal.

General Board Structure

The structure and powers of a board are determined by an organization’s bylaws. Bylaws can set the number of board members, the manner in which the board is elected (e.g., by a shareholder vote at an annual meeting), and how often the board meets. While there is no set number of members for a board, most range from 3 to 31 members. Some analysts believe the ideal size is seven.

The board of directors should be a representation of both management and shareholder interests, and consist of both internal and external members.

An inside director is a member, who has the interest of major shareholders, officers, and employees in mind, and whose experience within the company adds value. An insider director is not typically compensated for board activity as they are often already a C-level executive, major shareholder, or other stakeholder, such as a union representative.

Independent or outside directors are not involved in the day-to-day inner workings of the company. These board members are reimbursed and usually get additional pay for attending meetings. Ideally, an outside director brings an objective, independent view to goal-setting and settling any company disputes. It is considered critical to strike a balance of internal and external directors on a board.

Board structure can differ slightly in international settings. In some countries in the E. U. and Asia, corporate governance is split into two tiers: an executive board and a supervisory board. The executive board consists of insiders elected by employees and shareholders and is headed by the CEO or managing officer. This board is in charge of the daily business operations of the company. The supervisory board is chaired by someone other than the presiding executive officer and concerns itself with issues closer to what a U.S. board would.

Election and Removal Methods of Board Members

While members of the board of directors are elected by shareholders, those put up for nomination are decided by a nomination committee. In 2002, the NYSE and NASDAQ required that the nomination committee consist of independent directors. Ideally, directors’ terms are staggered to ensure only a few directors are up for election in a given year.

Removal by resolution in a general meeting can present challenges. Most bylaws allow a director to review a copy of a removal proposal and then respond to it in an open meeting, increasing the possibility of a rancorous split. In addition many directors’ contracts include a disincentive for firing – a golden parachute clause that requires the corporation to pay the director a bonus upon being let go.

Breaking foundational rules can lead to the expulsion of a director. These infractions include but are not limited to the following:

  • Using directorial powers for something other than the financial benefit of the corporation
  • Using proprietary information for personal profit
  • Making deals with third parties to sway a vote at a board meeting
  • Engaging in transactions with the corporation that result in a conflict of interest

In addition, some corporate boards have fitness-to-serve protocols.

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