Talk:Board of directors/Archive 1

Comments

Can anyone verify the information tacked into the See Also category? If it's accurate then I think it needs to be shuffled elsewhere, but it reeks of urban legend to me. WolfEye27 02:45, 25 June 2007 (UTC)

I am wondering if anyone can provide example job descriptions for a chairman of the board? What are their duties and responsibilities?

I was hoping to find an explanation of the difference between an "executive director" and a "non-executive director"! Would someone with expertise in this topic please add this info? Thanks.

An executive director plays an active part in running the company, non-executive directors only offer advice.

• This was the information I was actually looking for when I came to this page; given this, I've added it to the article. --Last Malthusian 12:03, 11 October 2005 (UTC)

Board of Directors

Seems to me that this definition is only half a loaf. Non-profit corporations also have Boards of Directors. They do not have shareholders; they have members. Some of the principles of corporate governance are the same. But I think there are some important distinctions. Where a corporation has shareholders, it seems to me that the essential element of trust is fiduciary. Simply put, the Directors are mainly there to ensure that the money is handled responsibly and profits are distributed equitably. Naturally directors of a non-profit will have a similar role in ensuring that corporate money is handled responsibility. But there is no distribution of profits. Seems to me that directors of a for-profit corporation will be oriented towards a goal of maximizing profit while directors of a non-profit corporation will be oriented towards a goal of maximizing the influence of the corporation in its chosen field. Does this make a difference in defining the role of a director? Would appreciate some sage comment on this question. Bud Jorgensen <sweep@TourduCanada.com>

I have to agree with the above. A non-profit board can either be fiduciary or working. All boards representing a legal entity (corporate or tax-exempt) have fiduciary oversight, but a working board has the added duty of acting as volunteer "staff" for the organization and are often involved in day-to-day operations under the chair or executive director's guidance. This has the interesting dichotomy of a board that both oversees and may remove a chair under certain conditions, but also act as "employees" in the the chain of command under the chair.

WolfEye27 02:43, 25 June 2007 (UTC)

Merge

There is so little on Board of Trustees, the two should be merged together. the opening of this article states that A Board of Directors is also known as a board of trustees. - Mrbowtie 21:08, 12 December 2005 (UTC)

Don't do it. A board of trustees and a board of directors are two different things, usually. -James Howard (talk/web) 23:37, 12 December 2005 (UTC)

Let me follow up to myself, here. A Board of Directors and a Board of Trustees are legally two different things with different powers and responsibilities. It is not unusual for a corporation, typically non-profits, to misname a BoD as BoT, but this should merely be acknowledged in the article. It should not be encouraged with a bad encyclopedia article. -James Howard (talk/web) 01:56, 18 December 2005 (UTC)

• Merge! The opening sentence of the Directors article is devastatingly conclusive on this matter as far as I can tell. The Fish 12:59, 14 December 2005 (UTC)

Do not merge whilst the terms may be interchanged in casual use they have very different definitions some of which, in the UK at least, are formalised though legislation—Preceding unsigned comment added by Bertiet (talk • contribs)

• Don't merge. They are legally entirely separate concepts, and regulated in completely different ways. The fact that both articles are cr*p (sorry, I mean, could use improvement) is not a good reason for an inappropriate merge. I'll try and do some clean-up on board of directors. Legis 11:23, 14 September 2006 (UTC)

History

I am curious as to how the current system and set up with respct to Boards of directors came to be. The fact that in many (most?) cases the board of directors are not employees (or even stock holders) of the company supprised me the firt time I heard it, and I came to this article hoping to find a bit of history on it. I suspect that the See also link to Corporate governance might cover this though for completions sake a at least SOME history shouldbe included here with a contextual link to the other article. (forgot to login) Dalf | Talk 06:24, 27 December 2005 (UTC)

It comes from the fact that a Corporation is essentially a trust. Trusts have trustees that oversee the corpus for the beneficiaries' sake. Corporations have directions that oversee the operations for the shareholders' sake. JD79 12:42, 26 June 2006 (UTC)

Why have a board of directors

Is there a law that requires companies over a certain size to have a board of directors? - Diceman 16:12, 24 February 2006 (UTC)

Not in the UK, at least. A Limited company can get away with one director and a secretary (generally the director's wife or accountant), and there's no upper limit to the size of such a company. Not sure what the position is in the States, though. Tevildo 22:30, 12 June 2006 (UTC)

In the US most states' incorporation laws state that there must be at least three directors, unless there are less than three shareholders and then all shareholders must also be directors. LLCs, LPs, LLPs, GPs, etc, do not have such rules. IIRC a UK PLC is similar to an LLC. JD79 12:42, 26 June 2006 (UTC)

Could the first "definition" of this article be expanded? I came here to find out who the board of directories is comprised of, in general, for corporations, but it has no information on this. Is it comprised of the largest/large shareholders, generally? Or, as my roommate suggests, is it non-shareholders who are suppose to provide independent oversight?

Who are they?

Could the first definition sections of this article be expanded? I came here to find out who the board of directories is comprised of, in general, for corporations, but it has no information on this. Is it comprised of the largest/large shareholders, generally? Or, as my roommate suggests, is it non-shareholders who are suppose to provide independent oversight?

They are generally the same friends from private school that grant big wages to each other (more or less kidding). Now, I translate financial statements for a living and Board Members get fatty paychecks for their meetings (to answer this "It is worth noting that in most cases, serving on a board is not a career unto itself. Inside directors are not usually paid for sitting on a board in its own right, but the duty is instead considered part of their larger job description. Outside directors on a board likewise are frequently unpaid for their services and sit on the board as a volunteer in addition to their other jobs."). I don't have the signature key in my keyboard. —Preceding unsigned comment added by 186.63.20.240 (talk) 18:32, 27 January 2010 (UTC)

POV issue

This article does not tell about the laws that require boards of directors, typical officers on a board, typical educations, experiences, contacts, etc. of board members. There is also nothing about the history of the concept of boards of directors. Almost the entire article is devoted to pointing out the alleged shortcomings of boards, and none of the statements have sources to verify them. I'm tagging this article as POV until these issues are resolved. Handface 09:55, 25 July 2006 (UTC)

I don't the point of view is the problem, but the fact that this article needs clean up/expert attention, I've replaced the tag with a better suited tag. --C mon 11:04, 25 July 2006 (UTC)

OK, I'm not sure if I am an expert, but I have put a substantial morass of new info in the article on classification of directors, history, categories, appointment and removal, and directors' duties. It is a bit UK/Australia/NZ/Canada centric at the moment, but I left in the stuff on Sarbanes-Oxley and corporate governance. If any US corporate lawyers want to chip in with some more stuff from their jurisdictions, they are more than welcome. Legis 14:43, 14 September 2006 (UTC)

...and I took the tags off. If anyone objects, just put 'em back on. Legis 14:47, 14 September 2006 (UTC)

Companies Act 2006

The references to the Companies Act 1985 will need to be amended when the 2006 Act comes into force in October 2008. The full text of the Act is expected in a couple of weeks. —Preceding unsigned comment added by 84.9.12.152 (talk • contribs) 23:36, 14 November 2006

Board of Directors verses Officers of the same NonProfit Corporation

I know someone that has started up a non profit corporation and in the Incorporation Papers they are listed as the Directors of this Incorporation. Also in the Incorporation papers it said that they too are the four Officers required to have an Incorporation until such time a new group of Officers are appointed. Since the Incorporation there has been a new oppointment of three Officers of V.P., Secretary, and Treasure. The Presidents position still remains one of the Board of Directors. Also the Incorporation has also become a 501 C 3 Non Profit Public Charitiy. If for some reason the Position of the four Officers were not always occuipied what would happen in ways of the Incorporation? Could the President which is also the Board of Directors take over the dailey operations and continue to run things until such a time of reappointment of the Officers? Such as paying bills, etc.? What will happen to the Incorporation? 162.40.224.129 23:32, 17 January 2007 (UTC)

Vandalism

I notice this page has been subject to some pretty heavy vandalism over the past 3 days, all from anonymous IP addresses. If it continues, should we look at having his page semi-protected? --Legis (talk - contributions) 11:36, 22 January 2007 (UTC)

Not a good article. Should be rewritten.

This article is NOT a good general article for boards of directors. It seems to be mostly devoted to boards in public companies, mostly in the UK (?) with some U.S. material thrown in. There is a lot of technical material applicable only to those specific kinds of BODs.

There are many other boards of directors, probably greatly outnumbering those of public companies in the U.S. and UK. In the U.S., most of them are organized along lines detailed in Robert's Rules of Order, but an organization can set them up any way it would like.

This article should probably be rewritten to start with the general topic, possibly along the lines of something from a management textbook. Then it could go into the special areas of BODs of public companies in the UK, U.S. and elsewhere, keeping the special material about each country separate.

I have some of the knowledge, but very little of the time, to redo the article along the lines above. I'm wondering if others agree with me and might be willing to contribute. FULL DISCLOSURE: I've participated in about 300 BOD meetings in the US, none involving public companies. That gives me a certain knowledge, but also a certain perspective. Lou Sander (talk) 15:36, 24 January 2008 (UTC)

That's an odd comment to make on an article that has already been assessed as A class by one WikiProject (see above). --Legis (talk - contribs) 19:32, 24 January 2008 (UTC)

I wouldn't want to question the judgment of a WikiProject I'm not involved with, but IMHO the article is pretty weak as a general article on BODs. Maybe the WikiProject's view is a narrow one or something. I think my above comment is reasonably specific about what, IMHO, is wrong with the article. Here's some more:

1) The article applies (or seems to) mostly to BODs of UK or UK-like public corporations, but it doesn't say so. UK public corporations are a tiny subset of organizations having BODs, and if an article focuses on a tiny subset, it should tell us so, or maybe have a different title.

2) If one considers U.S. readers or U.S. public corporations, there are significant problems/errors in the early paragraphs, e.g.: directors and officers are entirely different things; an officer is different from someone who "works for the company"; "promoter" isn't U.S. terminology; neither is "general meeting" or even the seemingly more pertinent (but not directly linked) "Annual General Meeting." Lou Sander (talk) 21:48, 24 January 2008 (UTC)

Click HERE to see the Board of Directors article in Citizendium, which might serve as an introduction to the material in the Wikipedia version. Lou Sander (talk) 09:07, 27 January 2008 (UTC)

Job Title List!!!

Can somebody add a Complete List of Orginizition Postions, Administrative Titles and Power Levels? Look Heres what I mean:

President

Chairman

CEO

CLO

Head of Public Relations

Spokesman

...I think you get the Picture!--Akemi Mokoto (talk) 12:36, 18 April 2008 (UTC)

Wrong article. A board has a chairman and directors which the article does talk about, but not a CEO (though some CEOs are Chairmans), CLO, etc, etc. 206.210.27.33 (talk) 20:08, 2 June 2008 (UTC)

New lead

I added a new lead to the article. The old one lacked references and didn't provide a broad definition. Most of the old lead is now in the Corporations section. Lou Sander (talk) 08:41, 30 July 2008 (UTC)

Classification section

This section repeats much information that is included in the lead. I propose to eliminate the duplication and perhaps to move the remaining material to the lead or other sections of the article. Lou Sander (talk) 08:37, 16 October 2008 (UTC)

Globalize

The article does not take a world-wide view. Specifically, it does not make clear that the board-of-directors model is not the only system of corporate governance, and in fact one that is not used in some countries. Quoting (in my translation) from the article Board of Directors in the German Wikipedia: "The Board of Directors is, in the Anglo-American scope, the management and supervisory board of a company. It combines some of the functions of the Vorstand (Executive Board) and the Aufsichtsrat (Council of Supervisors) of a German Aktiengesellschaft (stock company) and so represents a one-tier system of corporate governance." The German system has two tiers: the shareholders' meeting elects the members of the Council of Supervisors, which in turn appoints the members of the Executive Board. I think a French société anonyme can choose between having the one-tier and the two-tier system of corporate governance. Note also the section Corporate governance#Corporate governance models around the world, which, unfortunately, is pitifully incomplete.  --Lambiam 21:43, 9 March 2009 (UTC)

features of statutory companies

features of statutory companies —Preceding unsigned comment added by 41.221.92.2 (talk) 12:57, 8 October 2009 (UTC)