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117 relations: Account of profits, Action item, Activist shareholder, Agenda (meeting), Alternate director, Annual general meeting, Apparent authority, Articles of association, Asia, Authority, Automatic Self-Cleansing Filter Syndicate Co Ltd v Cuninghame, Board of directors, Board-only, BoardSource, Breckland Group Holdings Ltd v London and Suffolk Properties, Business, By-law, Cabinet (government), Canadian Aero Service Ltd v O'Malley, Career, Celebrity board director, Chairman, Chief executive officer, Chief financial officer, Civil service, Committee, Common law, Companies Act 1985, Companies Act 2006, Comply or explain, Conference call, Conflict of interest, Constitution, Contract, Corporate governance, Corporate law, Corporate opportunity, Corporate title, Court of Appeal (England and Wales), Damages, De facto, Declaration (law), Discretion, Dividend, Dorchester Finance Co Ltd v Stebbing, Eclairs Group Ltd v JKX Oil & Gas plc, Employee stock option, Executive compensation, Executive director, Fiduciary, ..., Financial crisis of 2007–2008, Fortune 500, Foundation (nonprofit), Frederick Greer, 1st Baron Fairfield, Gender representation on corporate boards of directors, Going concern, Golden parachute, Governance, Governing boards of colleges and universities in the United States, Government agency, Grant Thornton International, Group decision-making, Hogg v Cramphorn Ltd, Howard Smith Ltd v Ampol Petroleum Ltd, Independent director, Injunction, Inside director, Interest of the company, Interlocking directorate, Internal control, Internal Revenue Service, Isle of Wight Rly Co v Tahourdin, John Shaw & Sons (Salford) Ltd v Shaw, Joint-stock company, Judicial functions of the House of Lords, Law of agency, List of business entities, Management, McKinsey & Company, Motion (parliamentary procedure), NASDAQ, National Association of Corporate Directors, New York Stock Exchange, Non-executive director, Non-stock corporation, Nonprofit organization, Organization, Parliamentary procedure in the corporate world, President (corporate title), Project stakeholder, Proxy statement, Public company, Quorum, Re City Equitable Fire Insurance Co, Regal (Hastings) Ltd v Gulliver, Regulation, Rescission (contract law), Robert Rolfe, 1st Baron Cranworth, Robert's Rules of Order, Royal British Bank v Turquand, Sarbanes–Oxley Act, Share capital, Shareholder, Shareholder rights plan, Stakeholder (corporate), Stock, Stock exchange, Supervisory board, Supreme Court of the United Kingdom, Table A, Theodore Goddard, Tiffany & Co., Trustee, Vice president, Videotelephony, Voluntary association, Vorstand. Expand index (67 more) »
Account of profits
An account of profits (sometimes referred to as an accounting for profits or simply an accounting) is a type of equitable remedy most commonly used in cases of breach of fiduciary duty.
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Action item
In management, an action item is a documented event, task, activity, or action that needs to take place.
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Activist shareholder
An activist shareholder is a shareholder that uses an equity stake in a corporation to put pressure on its management.
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Agenda (meeting)
An agenda is a list of meeting activities in the order in which they are to be taken up, beginning with the call to order and ending with adjournment.
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Alternate director
An alternate director is an individual who is appointed to attend a board meeting on behalf of the director of a company where the principal director would be otherwise unable to attend.
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Annual general meeting
An annual general meeting (commonly abbreviated as AGM, also known as the annual meeting) is a meeting of the general membership of an organization.
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Apparent authority
In the United States, the United Kingdom, Canada and South Africa, apparent authority (also called "ostensible authority") relates to the doctrines of the law of agency.
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Articles of association
In corporate governance, a company's articles of association (AoA, called articles of incorporation in some jurisdictions) is a document which, along with the memorandum of association (in cases where the memorandum exists) form the company's constitution, defines the responsibilities of the directors, the kind of business to be undertaken, and the means by which the shareholders exert control over the board of directors.
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Asia
Asia is Earth's largest and most populous continent, located primarily in the Eastern and Northern Hemispheres.
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Authority
Authority derives from the Latin word and is a concept used to indicate the foundational right to exercise power, which can be formalized by the State and exercised by way of judges, monarchs, rulers, police officers or other appointed executives of government, or the ecclesiastical or priestly appointed representatives of a higher spiritual power (God or other deities).
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Automatic Self-Cleansing Filter Syndicate Co Ltd v Cuninghame
Automatic Self-Cleansing Filter Syndicate Co Ltd v Cuninghame 2 Ch 34 is a UK company law case, which concerns the enforceability of provisions in a company's constitution.
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Board of directors
A board of directors is a recognized group of people who jointly oversee the activities of an organization, which can be either a for-profit business, nonprofit organization, or a government agency.
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Board-only
A board-only organization is one that is managed by a board that is self-appointed or otherwise not accountable (for all practical purposes) to a base of members through elections, a delegate body, etc.
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BoardSource
BoardSource, formerly the National Center for Nonprofit Boards, is an American nonprofit organization founded in 1988.
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Breckland Group Holdings Ltd v London and Suffolk Properties
Breckland Group Holdings Ltd v London & Suffolk Properties Ltd BCLC 100 is a UK company law case, concerning the right of a majority shareholder to litigate in the company's name.
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Business
Business is the activity of making one's living or making money by producing or buying and selling products (goods and services).
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By-law
A by-law (bylaw) is a rule or law established by an organization or community to regulate itself, as allowed or provided for by some higher authority.
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Cabinet (government)
A cabinet is a body of high-ranking state officials, typically consisting of the top leaders of the executive branch.
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Canadian Aero Service Ltd v O'Malley
Canadian Aero Service Ltd v O'Malley, SCR 592, is a leading civil case decided by the Supreme Court of Canada on corporate director and officer liability.
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Career
A career is an individual's metaphorical "journey" through learning, work and other aspects of life.
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Celebrity board director
A celebrity board director is an officer with significant influence in the company's governance decision-making process and who possesses one or more celebrity traits including credibility, goodwill, rights, image, influence, liability, and standard of value.
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Chairman
The chairman (also chairperson, chairwoman or chair) is the highest officer of an organized group such as a board, a committee, or a deliberative assembly.
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Chief executive officer
Chief executive officer (CEO) is the position of the most senior corporate officer, executive, administrator, or other leader in charge of managing an organization especially an independent legal entity such as a company or nonprofit institution.
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Chief financial officer
The chief financial officer (CFO) is the officer of a company that has primary responsibility for managing the company's finances, including financial planning, management of financial risks, record-keeping, and financial reporting.
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Civil service
The civil service is independent of government and composed mainly of career bureaucrats hired on professional merit rather than appointed or elected, whose institutional tenure typically survives transitions of political leadership.
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Committee
A committee (or "commission") is a body of one or more persons that is subordinate to a deliberative assembly.
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Common law
Common law (also known as judicial precedent or judge-made law, or case law) is that body of law derived from judicial decisions of courts and similar tribunals.
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Companies Act 1985
The Companies Act 1985 (c.6) is an Act of the Parliament of the United Kingdom of Great Britain and Northern Ireland, enacted in 1985, which enabled companies to be formed by registration, and set out the responsibilities of companies, their directors and secretaries.
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Companies Act 2006
The Companies Act 2006 (c 46) is an Act of the Parliament of the United Kingdom which forms the primary source of UK company law.
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Comply or explain
Comply or explain is a regulatory approach used in the United Kingdom, Germany, the Netherlands and other countries in the field of corporate governance and financial supervision.
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Conference call
A conference call is a telephone call in which someone talks to several people at the same time.
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Conflict of interest
A conflict of interest (COI) is a situation in which a person or organization is involved in multiple interests, financial or otherwise, and serving one interest could involve working against another.
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Constitution
A constitution is a set of fundamental principles or established precedents according to which a state or other organization is governed.
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Contract
A contract is a promise or set of promises that are legally enforceable and, if violated, allow the injured party access to legal remedies.
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Corporate governance
Corporate governance is the mechanisms, processes and relations by which corporations are controlled and directed.
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Corporate law
Corporate law (also known as business law or enterprise law or sometimes company law) is the body of law governing the rights, relations, and conduct of persons, companies, organizations and businesses.
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Corporate opportunity
The corporate opportunity doctrine is the legal principle providing that directors, officers, and controlling shareholders of a corporation must not take for themselves any business opportunity that could benefit the corporation.
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Corporate title
Corporate titles or business titles are given to company and organization officials to show what duties and responsibilities they have in the organization.
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Court of Appeal (England and Wales)
The Court of Appeal (COA, formally "Her Majesty's Court of Appeal in England") is the highest court within the Senior Courts of England and Wales, and second only to the Supreme Court of the United Kingdom.
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Damages
In law, damages are an award, typically of money, to be paid to a person as compensation for loss or injury.
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De facto
In law and government, de facto (or;, "in fact") describes practices that exist in reality, even if not legally recognised by official laws.
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Declaration (law)
In law, a declaration ordinarily refers to a judgment of the court or an award of an arbitration tribunal that is a binding adjudication of the rights or other legal relations of the parties which does not provide for or order enforcement.
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Discretion
Discretion has the meaning of acting on one's own authority and judgement.
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Dividend
A dividend is a payment made by a corporation to its shareholders, usually as a distribution of profits.
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Dorchester Finance Co Ltd v Stebbing
Dorchester Finance Co v Stebbing BCLC 498 is a UK company law case under the wrongful trading provision of the Insolvency Act 1986 s.214.
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Eclairs Group Ltd v JKX Oil & Gas plc
was a decision of the United Kingdom Supreme Court relating to the exercise of directors' powers for a proper purpose under English company law.
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Employee stock option
An employee stock option (ESO) is commonly viewed as a complex call option on the common stock of a company, granted by the company to an employee as part of the employee's remuneration package.
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Executive compensation
Executive compensation or executive pay is composed of the financial compensation and other non-financial awards received by an executive from their firm for their service to the organization.
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Executive director
An executive director is a chief executive officer (CEO) or managing director of an organization, company, or corporation.
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Fiduciary
A fiduciary is a person who holds a legal or ethical relationship of trust with one or more other parties (person or group of persons).
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Financial crisis of 2007–2008
The financial crisis of 2007–2008, also known as the global financial crisis and the 2008 financial crisis, is considered by many economists to have been the worst financial crisis since the Great Depression of the 1930s.
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Fortune 500
The Fortune 500 is an annual list compiled and published by Fortune magazine that ranks 500 of the largest United States corporations by total revenue for their respective fiscal years.
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Foundation (nonprofit)
A foundation (also a charitable foundation) is a legal category of nonprofit organization that will typically either donate funds and support to other organizations, or provide the source of funding for its own charitable purposes.
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Frederick Greer, 1st Baron Fairfield
Frederick Arthur Greer, 1st Baron Fairfield, (1 October 1863 - 4 February 1945) was a British lawyer and judge.
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Gender representation on corporate boards of directors
Gender representation on corporate boards of directors refers to the proportion of men and women who occupy board member positions.
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Going concern
Continuation of an entity as a going concern is presumed as the basis for financial reporting unless and until the entity’s liquidation becomes imminent.
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Golden parachute
A golden parachute is an agreement between a company and an employee (usually upper executive) specifying that the employee will receive certain significant benefits if employment is terminated.
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Governance
Governance is all of the processes of governing, whether undertaken by a government, a market or a network, over a social system (family, tribe, formal or informal organization, a territory or across territories) and whether through the laws, norms, power or language of an organized society.
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Governing boards of colleges and universities in the United States
In the United States, a board often governs institutions of higher education, including private universities, state universities and community colleges.
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Government agency
A government or state agency, sometimes an appointed commission, is a permanent or semi-permanent organization in the machinery of government that is responsible for the oversight and administration of specific functions, such as an intelligence agency.
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Grant Thornton International
Grant Thornton is the world's fifth largest professional services network of independent accounting and consulting member firms which provide assurance, tax and advisory services to privately held businesses, public interest entities, and public sector entities.
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Group decision-making
Group decision-making (also known as collaborative decision-making) is a situation faced when individuals collectively make a choice from the alternatives before them.
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Hogg v Cramphorn Ltd
Hogg v Cramphorn Ltd Ch 254 is a famous UK company law case on the director liability.
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Howard Smith Ltd v Ampol Petroleum Ltd
Howard Smith Ltd v Ampol Petroleum Ltd,.
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Independent director
An independent director (also sometimes known as an outside director) is a director (member) of a board of directors who does not have a material or pecuniary relationship with company or related persons, except sitting fees.
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Injunction
An injunction is an equitable remedy in the form of a court order that compels a party to do or refrain from specific acts.
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Inside director
An inside director is a member of the board of directors of a corporation who is also a member of the corporation's management, almost always a corporate officer.
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Interest of the company
The interest of the company (sometimes company benefit or commercial benefit) is a concept that the board of directors in corporations are in most legal systems required to use their powers for the commercial benefit of the company and its members.
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Interlocking directorate
Interlocking directorate refers to the practice of members of a corporate board of directors serving on the boards of multiple corporations.
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Internal control
Internal control, as defined in accounting and auditing, is a process for assuring achievement of an organization's objectives in operational effectiveness and efficiency, reliable financial reporting, and compliance with laws, regulations and policies.
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Internal Revenue Service
The Internal Revenue Service (IRS) is the revenue service of the United States federal government.
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Isle of Wight Rly Co v Tahourdin
Isle of Wight Railway Company v Tahourdin (1884) LR 25 Ch D 320 is a UK company law case on removing directors under the old Companies Clauses Act 1845.
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John Shaw & Sons (Salford) Ltd v Shaw
John Shaw & Sons (Salford) Ltd v Shaw 2 KB 113 is a UK company law case, concerning the proper interpretation of a company's articles of association.
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Joint-stock company
A joint-stock company is a business entity in which shares of the company's stock can be bought and sold by shareholders.
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Judicial functions of the House of Lords
The House of Lords, in addition to having a legislative function, historically also had a judicial function.
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Law of agency
The law of agency is an area of commercial law dealing with a set of contractual, quasi-contractual and non-contractual fiduciary relationships that involve a person, called the agent, that is authorized to act on behalf of another (called the principal) to create legal relations with a third party.
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List of business entities
A business entity is an entity that is formed and administered as per corporate law in order to engage in business activities, charitable work, or other activities allowable.
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Management
Management (or managing) is the administration of an organization, whether it is a business, a not-for-profit organization, or government body.
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McKinsey & Company
McKinsey & Company is an American worldwide management consulting firm.
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Motion (parliamentary procedure)
In parliamentary procedure as defined in Robert's Rules of Order, a motion is a formal proposal by a member of a deliberative assembly that the assembly take certain action.
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NASDAQ
The Nasdaq Stock Market is an American stock exchange.
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National Association of Corporate Directors
The National Association of Corporate Directors (NACD) is an independent, not-for-profit, section 501(c)(3) founded in 1977 and headquartered just outside of Washington, DC, in Arlington, VA.
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New York Stock Exchange
The New York Stock Exchange (abbreviated as NYSE, and nicknamed "The Big Board"), is an American stock exchange located at 11 Wall Street, Lower Manhattan, New York City, New York.
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Non-executive director
A non-executive director (abbreviated to non-exec, NED or NXD) independent director or external director is a member of the board of directors of a company or organisation who does not form part of the executive management team.
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Non-stock corporation
A non-stock corporation is a corporation that does not have owners represented by shares of stock.
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Nonprofit organization
A non-profit organization (NPO), also known as a non-business entity or non-profit institution, is dedicated to furthering a particular social cause or advocating for a shared point of view.
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Organization
An organization or organisation is an entity comprising multiple people, such as an institution or an association, that has a collective goal and is linked to an external environment.
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Parliamentary procedure in the corporate world
Parliamentary procedure in the corporate world may follow traditional parliamentary authorities such as Robert's Rules of Order or simpler rules of order considered by some commentators to be more appropriate in the corporate setting.
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President (corporate title)
The President is a leader of an organization, company, community, club, trade union, university or other group.
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Project stakeholder
According to the Project Management Institute (PMI), the term project stakeholder refers to, "an individual, group, or organization, who may affect, be affected by, or perceive itself to be affected by a decision, activity, or outcome of a project" (Project Management Institute, 2013).
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Proxy statement
A proxy statement is a statement required of a firm when soliciting shareholder votes.
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Public company
A public company, publicly traded company, publicly held company, publicly listed company, or public corporation is a corporation whose ownership is dispersed among the general public in many shares of stock which are freely traded on a stock exchange or in over the counter markets.
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Quorum
A quorum is the minimum number of members of a deliberative assembly (a body that uses parliamentary procedure, such as a legislature) necessary to conduct the business of that group.
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Re City Equitable Fire Insurance Co
Re City Equitable Fire Insurance Co Ch 407 is a UK company law case concerning directors' duties, and in particular the duty of care.
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Regal (Hastings) Ltd v Gulliver
, is a leading case in UK company law regarding the rule against directors and officers from taking corporate opportunities in violation of their duty of loyalty.
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Regulation
Regulation is an abstract concept of management of complex systems according to a set of rules and trends.
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Rescission (contract law)
In contract law, rescission has been defined as the unmaking of a contract between parties.
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Robert Rolfe, 1st Baron Cranworth
Robert Monsey Rolfe, 1st Baron Cranworth, PC (18 December 1790 – 26 July 1868) was a British lawyer and Liberal politician.
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Robert's Rules of Order
Robert's Rules of Order Newly Revised, commonly referred to as Robert’s Rules of Order, RONR, or simply Robert’s Rules, is the most widely used manual of parliamentary procedure in the United States.
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Royal British Bank v Turquand
Royal British Bank v Turquand (1856) 6 E&B 327 is a UK company law case that held people transacting with companies are entitled to assume that internal company rules are complied with, even if they are not.
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Sarbanes–Oxley Act
The Sarbanes–Oxley Act of 2002, also known as the "Public Company Accounting Reform and Investor Protection Act" (in the Senate) and "Corporate and Auditing Accountability, Responsibility, and Transparency Act" (in the House) and more commonly called Sarbanes–Oxley, Sarbox or SOX, is a United States federal law that set new or expanded requirements for all U.S. public company boards, management and public accounting firms.
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Share capital
A corporation's share capital (or capital stock in US English) is the portion of a corporation's equity that has been obtained by the issue of shares in the corporation to a shareholder, usually for cash.
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Shareholder
A shareholder or stockholder is an individual or institution (including a corporation) that legally owns one or more shares of stock in a public or private corporation.
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Shareholder rights plan
A shareholder rights plan, colloquially known as a "poison pill", is a type of defensive tactic used by a corporation's board of directors against a takeover.
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Stakeholder (corporate)
In a corporation, as defined in its first usage in a 1963 internal memorandum at the Stanford Research Institute, a stakeholder is a member of the "groups without whose support the organization would cease to exist".
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Stock
The stock (also capital stock) of a corporation is constituted of the equity stock of its owners.
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Stock exchange
A stock exchange, securities exchange or bourse, is a facility where stock brokers and traders can buy and sell securities, such as shares of stock and bonds and other financial instruments.
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Supervisory board
A supervisory board or supervisory committee, often called board of directors, is a group of individuals chosen by the stockholders of a company to promote their interests through the governance of the company and to hire and supervise the executive directors and CEO.
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Supreme Court of the United Kingdom
The Supreme Court of the United Kingdom is the supreme court in all matters under English and Welsh law, Northern Irish law and Scottish civil law.
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Table A
Table A in UK company law is the old name for the Model Articles or default form of articles of association for companies limited by shares incorporated either in England and Wales or in Scotland before 1 October 2009 where the incorporators do not explicitly choose to use a modified form.
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Theodore Goddard
John Theodore Goddard (1879–1952) was an English solicitor and founder of the law firm Theodore Goddard (TG) based in London.
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Tiffany & Co.
Tiffany & Company (known colloquially as Tiffany or Tiffany's) is an American luxury jewelry and specialty retailer, headquartered in New York City.
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Trustee
Trustee (or the holding of a trusteeship) is a legal term which, in its broadest sense, is a synonym for anyone in a position of trust and so can refer to any person who holds property, authority, or a position of trust or responsibility for the benefit of another.
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Vice president
A vice president (in British English: vice-president for governments and director for businesses) is an officer in government or business who is below a president (managing director) in rank.
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Videotelephony
Videotelephony comprises the technologies for the reception and transmission of audio-video signals by users at different locations, for communication between people in real-time.
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Voluntary association
A voluntary group or union (also sometimes called a voluntary organization, common-interest association,Prins HEL et al. (2010).. Cengage Learning. association, or society) is a group of individuals who enter into an agreement, usually as volunteers, to form a body (or organization) to accomplish a purpose.
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Vorstand
In German corporate governance, a Vorstand is the executive board of a corporation (public limited company).
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Redirects here:
BoT, Board Member, Board Room, Board chairman, Board member, Board of Directors, Board of Directors Member, Board of Governors, Board of Management, Board of Managers, Board of Officers, Board of Trustees, Board of a company or corporation, Board of director, Board of governors, Board of management, Board of managers, Board of trustees, Board of visitors, Board room, Boardmember, Boardmembers, Boardroom, Boards of directors, Co-trustee, Company Director, Company director, Corporate board, Corporate director, Corporate directors, Court of Directors, Director (company), Director (corporation), Directorships, Executive Board, Executive Chairperson, Executive board, Executive chairperson, Governing board, Member Board of Directors, Member of the Board, Member of the board, Nominee director, Shadow director, Shadow directors, The Board of Directors, The Board of Trustees, Trustee-in-trust.
References
[1] https://en.wikipedia.org/wiki/Board_of_directors
