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79-565: In some organizations, the chair is also known as president (or other title). In others, where a board appoints a president (or other title), the two terms are used for distinct positions. The term chairman may be used in a neutral manner, not directly implying the gender of the holder. In meetings or conferences, to "chair" something (chairing) means to lead the event. Terms for the office and its holder include chair , chairperson , chairman , chairwoman , convenor , facilitator , moderator , president , and presiding officer . The chair of

158-462: A board of directors , or may have no executive powers, in which case they are mainly a spokesperson for the organization. The power given depends upon the type of organization, its structure, and the rules it has created for itself. If the chair exceeds their authority, engages in misconduct, or fails to perform their duties, they may face disciplinary procedures. Such procedures may include censure , suspension, or removal from office . The rules of

237-441: A quorum must be present before any business may be conducted. Usually, a meeting which is held without notice having been given is still valid if all of the directors attend, but it has been held that a failure to give notice may negate resolutions passed at a meeting, because the persuasive oratory of a minority of directors might have persuaded the majority to change their minds and vote otherwise. In most common law countries,

316-442: A board is not a career unto itself. For major corporations, the board members are usually professionals or leaders in their field. In the case of outside directors, they are often senior leaders of other organizations. Nevertheless, board members often receive remunerations amounting to hundreds of thousands of dollars per year since they often sit on the boards of several companies. Inside directors are usually not paid for sitting on

395-446: A board of directors are determined by government regulations (including the jurisdiction's corporate law ) and the organization's own constitution and by-laws . These authorities may specify the number of members of the board, how they are to be chosen, and how often they are to meet. In an organization with voting members, the board is accountable to, and may be subordinate to, the organization's full membership, which usually elect

474-527: A board of directors vary depending on the nature and type of business entity and the laws applying to the entity (see types of business entity ). For example, the nature of the business entity may be one that is traded on a public market (public company), not traded on a public market (a private, limited or closely held company), owned by family members (a family business), or exempt from income taxes (a non-profit, not for profit, or tax-exempt entity). There are numerous types of business entities available throughout

553-405: A board of directors vary widely across organizations and may include provisions that are applicable to corporations, in which the "shareholders" are the members of the organization. A difference may be that the membership elects the officers of the organization, such as the president and the secretary, and the officers become members of the board in addition to the directors and retain those duties on

632-515: A board, but the duty is instead considered part of their larger job description. Outside directors are usually paid for their services. These remunerations vary between corporations, but usually consist of a yearly or monthly salary, additional compensation for each meeting attended, stock options, and various other benefits. such as travel, hotel and meal expenses for the board meetings. Tiffany & Co. , for example, pays directors an annual retainer of $ 46,500, an additional annual retainer of $ 2,500 if

711-529: A generous " golden parachute " which also acts as a deterrent to removal. A 2010 study examined how corporate shareholders voted in director elections in the United States. It found that directors received fewer votes from shareholders when their companies performed poorly, had excess CEO compensation, or had poor shareholder protection. Also, directors received fewer votes when they did not regularly attend board meetings or received negative recommendations from

790-441: A lead independent director to provide some element of an independent perspective. The role of the chair in a private equity-backed board differs from the role in non-profit or publicly listed organizations in several ways, including the pay, role and what makes an effective private-equity chair. Companies with both an executive chair and a CEO include Ford , HSBC , Alphabet Inc. , and HP . A vice- or deputy chair, subordinate to

869-475: A parliamentary chamber is sometimes called the speaker . Chair has been used to refer to a seat or office of authority since the middle of the 17th century; its earliest citation in the Oxford English Dictionary dates to 1658–1659, four years after the first citation for chairman . Feminist critiques have analysed Chairman as an example of sexist language, associating the male gender with

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948-512: A position on the board. Shareholder nominations can only occur at the general meeting itself or through the prohibitively expensive process of mailing out ballots separately; in May 2009 the SEC proposed a new rule allowing shareholders meeting certain criteria to add nominees to the proxy statement. In practice for publicly traded companies, the managers ( inside directors ) who are purportedly accountable to

1027-427: A position would also have to be provided in the bylaws. Life president is an honorary title often given to someone who has already served the organization for a long period in a major role. Board of directors A board of directors is an executive committee that supervises the activities of a business , a nonprofit organization , or a government agency . The powers, duties, and responsibilities of

1106-407: A president and a chief executive officer varies, depending on the structure of the specific organization. In a similar vein to a chief operating officer , the title of corporate president as a separate position (as opposed to being combined with a " C-suite " designation, such as "president and chief executive officer" or "president and chief operating officer") is also loosely defined; the president

1185-410: A president has the duties of presiding over meetings. Such duties at meetings include: While presiding, a president remains impartial and does not interrupt speakers if a speaker has the floor and is following the rules of the group. In committees or small boards, the president votes along with the other members. However, in assemblies or larger boards, the president should vote only when it can affect

1264-416: A proxy advisory firm. The study also shows that companies often improve their corporate governance by removing poison pills or classified boards and by reducing excessive CEO pay after their directors receive low shareholder support. Board accountability to shareholders is a recurring issue. In September 2010, The New York Times noted that several directors who had overseen companies which had failed in

1343-423: A quasi-title gained particular resonance when socialist states from 1917 onward shunned more traditional leadership labels and stressed the collective control of Soviets (councils or committees) by beginning to refer to executive figureheads as "Chairman of the X Committee". Lenin , for example, officially functioned as the head of Soviet Russian government not as prime minister or as president but as "Chairman of

1422-439: A relatively small number of individuals have significant influence over many important entities. This situation can have important corporate, social, economic, and legal consequences, and has been the subject of significant research. The process for running a board, sometimes called the board process , includes the selection of board members, the setting of clear board objectives, the dissemination of documents or board package to

1501-438: A resolution of the remaining directors (in some countries they may only do so "with cause"; in others the power is unrestricted). Some jurisdictions also permit the board of directors to appoint directors, either to fill a vacancy which arises on resignation or death, or as an addition to the existing directors. In practice, it can be quite difficult to remove a director by a resolution in general meeting. In many legal systems,

1580-506: A single deputy chair. This type of deputy chair title on its own usually has only an advisory role and not an operational one (such as Ted Turner at Time Warner). An unrelated definition of vice- and deputy chairs describes an executive who is higher ranking or has more seniority than an executive vice-president (EVP). President (corporate title) A president is a leader of an organization, company, community, club, trade union, university or other group. The relationship between

1659-415: A single-tier board, while the chairman of the management board is reckoned as the company's CEO or managing director . These two roles are always held by different people. This ensures a distinction between management by the executive board and governance by the supervisory board and allows for clear lines of authority. The aim is to prevent a conflict of interest and too much power being concentrated in

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1738-414: Is dividend and how much it is, stock options distributed to employees, and the hiring/firing and compensation of upper management . Theoretically, the control of a company is divided between two bodies: the board of directors, and the shareholders in general meeting . In practice, the amount of power exercised by the board varies with the type of company. In small private companies, the directors and

1817-407: Is a director who is also an employee, officer, chief executive, major shareholder , or someone similarly connected to the organization. Inside directors represent the interests of the entity's stakeholders, and often have special knowledge of its inner workings, its financial or market position, and so on. Typical inside directors are: An inside director who is employed as a manager or executive of

1896-406: Is also an additional statutory body for audit purposes. The OECD Principles are intended to be sufficiently general to apply to whatever board structure is charged with the functions of governing the enterprise and monitoring management. The development of a separate board of directors to manage/govern/oversee a company has occurred incrementally and indefinitely over legal history. Until the end of

1975-408: Is associated with rigorous monitoring and improved corporate governance. In some European and Asian countries, there are two separate boards, an executive board (or management board) for day-to-day business and a supervisory board (elected by the shareholders and employees) for supervising the executive board. In these countries, the chairman of the supervisory board is equivalent to the chairman of

2054-413: Is considered to be comparatively weak due to the limited time they can dedicate to this task. Overconfident directors are found to pay higher premiums in corporate acquisitions and make worse takeover choices. Locally rooted directors tend to be overrepresented and lack international experience, which can lead to lower valuations, especially in internationally oriented firms. Directors' military experience

2133-450: Is equivalent to the position of président-directeur général in France. Executive chair is an office separate from that of CEO, where the titleholder wields influence over company operations, such as Larry Ellison of Oracle , Douglas Flint of HSBC and Steve Case of AOL Time Warner . In particular, the group chair of HSBC is considered the top position of that institution, outranking

2212-401: Is one whose board is self-appointed, rather than being accountable to a base of members through elections; or in which the powers of the membership are extremely limited. In membership organizations , such as a society made up of members of a certain profession or one advocating a certain cause, a board of directors may have the responsibility of running the organization in between meetings of

2291-408: Is that in large public companies it is upper management and not boards that wield practical power, because boards delegate nearly all of their power to the top executive employees, adopting their recommendations almost without fail. As a practical matter, executives even choose the directors, with shareholders normally following management recommendations and voting for them. In most cases, serving on

2370-459: Is that the board tends to have more de facto power. Most shareholders do not attend shareholder meetings, but rather cast proxy votes via mail, phone, or internet, thus allowing the board to vote for them. However, proxy votes are not a total delegation of the voting power, as the board must vote the proxy shares as directed by their owner even when it contradicts the board's views. In addition, many shareholders vote to accept all recommendations of

2449-457: Is usually the legally recognized highest rank of corporate officer, ranking above the various vice presidents (including senior vice president and executive vice president), but on its own generally considered subordinate, in practice, to the CEO. The powers of a president vary widely across organizations and such powers come from specific authorization in the bylaws like Robert's Rules of Order (e.g.

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2528-400: The 2007–2008 financial crisis had found new positions as directors. The SEC sometimes imposes a ban (a "D&O bar") on serving on a board as part of its fraud cases, and one of these was upheld in 2013. The exercise by the board of directors of its powers usually occurs in board meetings. Most legal systems require sufficient notice to be given to all directors of these meetings, and that

2607-849: The Council of People's Commissars ". At the same time, the head of the state was first called "Chairman of the Central Executive Committee " (until 1938) and then "Chairman of the Presidium of the Presidium of the Supreme Soviet ". In Communist China, Mao Zedong was commonly called "Chairman Mao", as he was officially Chairman of the Chinese Communist Party and Chairman of the Central Military Commission . In addition to

2686-504: The 19th century, it seems to have been generally assumed that the general meeting (of all shareholders) was the supreme organ of a company, and that the board of directors merely acted as an agent of the company subject to the control of the shareholders in general meeting. However, by 1906, the English Court of Appeal had made it clear in the decision of Automatic Self-Cleansing Filter Syndicate Co Ltd v Cuninghame [1906] 2 Ch 34 that

2765-564: The CEO and their direct reports (other C-level officers, division/subsidiary heads). Board structures and procedures vary both within and among OECD countries. Some countries have two-tier boards that separate the supervisory function and the management function into different bodies. Such systems typically have a "supervisory board" composed of nonexecutive board members and a "management board" composed entirely of executives. Other countries have "unitary" boards, which bring together executive and non-executive board members. In some countries there

2844-533: The U.S., the directors which are available to vote on are largely selected by either the board as a whole or a nominating committee . Although in 2002 the New York Stock Exchange and the NASDAQ required that nominating committees consist of independent directors as a condition of listing, nomination committees have historically received input from management in their selections even when the CEO does not have

2923-517: The US are the National Association of Corporate Directors , McKinsey and The Board Group. A board of directors conducts its meetings according to the rules and procedures contained in its governing documents. These procedures may allow the board to conduct its business by conference call or other electronic means. They may also specify how a quorum is to be determined. The responsibilities of

3002-429: The administrative or executive duties in organizations, the chair presides over meetings. Such duties at meetings include: While presiding, the chair should remain impartial and not interrupt a speaker if the speaker has the floor and is following the rules of the group. In committees or small boards, the chair votes along with the other members; in assemblies or larger boards, the chair should vote only when it can affect

3081-410: The arguments for having outside directors is that they can keep a watchful eye on the inside directors and on the way the organization is run. Outside directors are unlikely to tolerate "insider dealing" between inside directors, as outside directors do not benefit from the company or organization. Outside directors are often useful in handling disputes between inside directors, or between shareholders and

3160-400: The board chooses one of its members to be the chairman (often now called the "chair" or "chairperson"), who holds whatever title is specified in the by-laws or articles of association . However, in membership organizations, the members elect the president of the organization and the president becomes the board chair, unless the by-laws say otherwise. The directors of an organization are

3239-586: The board itself. Other names include board of directors and advisors , board of governors , board of managers , board of regents , board of trustees , and board of visitors . It may also be called the executive board . Typical duties of boards of directors include: The legal responsibilities of boards and board members vary with the nature of the organization, and between jurisdictions. For companies with shares publicly listed for negotiation , these responsibilities are typically much more rigorous and complex than for those of other types. Typically,

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3318-470: The board members, the collaborative creation of an agenda for the meeting, the creation and follow-up of assigned action items , and the assessment of the board process through standardized assessments of board members, owners, and CEOs. The science of this process has been slow to develop due to the secretive nature of the way most companies run their boards, however some standardization is beginning to develop. Some who are pushing for this standardization in

3397-492: The board of directors have historically played a major role in selecting and nominating the directors who are voted on by the shareholders, in which case more "gray outsider directors" (independent directors with conflicts of interest ) are nominated and elected. In countries with co-determination , a fixed fraction of the board is elected by the corporation's workers. Directors may also leave office by resignation or death. In some legal systems, directors may also be removed by

3476-454: The board rather than try to get involved in management, since each shareholder's power, as well as interest and information is so small. Larger institutional investors also grant the board proxies. The large number of shareholders also makes it hard for them to organize. However, there have been moves recently to try to increase shareholder activism among both institutional investors and individuals with small shareholdings. A contrasting view

3555-563: The board, such as: Many companies in the US have an executive chair; this method of organization is sometimes called the American model. Having a non-executive chair is common in the UK and Canada; this is sometimes called the British model. Expert opinion is rather evenly divided over which is the preferable model. There is a growing push by public market investors for companies with an executive chair to have

3634-405: The board. The directors may also be classified as officers in this situation. There may also be ex-officio members of the board, or persons who are members due to another position that they hold. These ex-officio members have all the same rights as the other board members. Members of the board may be removed before their term is complete. Details on how they can be removed are usually provided in

3713-456: The board. They are thought to be advantageous because they can be objective and present little risk of conflict of interest. On the other hand, they might lack familiarity with the specific issues connected to the organization's governance, and they might not know about the industry or sector in which the organization is operating. Individual directors often serve on more than one board. This practice results in an interlocking directorate , where

3792-455: The bylaws. If the bylaws do not contain such details, the section on disciplinary procedures in Robert's Rules of Order may be used. In a publicly held company , directors are elected to represent and are legally obligated as fiduciaries to represent owners of the company—the shareholders /stockholders. In this capacity they establish policies and make decisions on issues such as whether there

3871-484: The chair oversaw the controls of the business through compliance and audit and the direction of the business. Non-executive chair is also a separate post from the CEO; unlike an executive chair, a non-executive chair does not interfere in day-to-day company matters. Across the world, many companies have separated the roles of chair and CEO, saying that this move improves corporate governance. The non-executive chair's duties are typically limited to matters directly related to

3950-411: The chair, is sometimes chosen to assist and to serve as chair in the latter's absence, or when a motion involving the chair is being discussed. In the absence of the chair and vice-chair, groups sometimes elect a chair pro tempore to fill the role for a single meeting. In some organizations that have both titles, deputy chair ranks higher than vice-chair, as there are often multiple vice-chairs but only

4029-405: The chief executive, and is responsible for leading the board and representing the company in meetings with government figures. Before the creation of the group management board in 2006, HSBC's chair essentially held the duties of a chief executive at an equivalent institution, while HSBC's chief executive served as the deputy. After the 2006 reorganization, the management cadre ran the business, while

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4108-436: The director has a right to receive special notice of any resolution to remove them; the company must often supply a copy of the proposal to the director, who is usually entitled to be heard by the meeting. The director may require the company to circulate any representations that they wish to make. Furthermore, the director's contract of service will usually entitle them to compensation if they are removed, and may often include

4187-487: The director is also a chairperson of a committee, a per-meeting-attended fee of $ 2,000 for meetings attended in person, a $ 500 fee for each meeting attended via telephone, in addition to stock options and retirement benefits. Academic research has identified different types of board directors. Their characteristics and experiences shape their role and performance. For instance, directors with multiple mandates are often referred to as busy directors. Their monitoring performance

4266-478: The division of powers between the board and the shareholders in general meaning depended on the construction of the articles of association and that, where the powers of management were vested in the board, the general meeting could not interfere with their lawful exercise. The articles were held to constitute a contract by which the members had agreed that "the directors and the directors alone shall manage." The new approach did not secure immediate approval, but it

4345-609: The exercise of authority, this has led to the widespread use of the generic "Chairperson". In World Schools Style debating , as of 2009, chairperson or chair refers to the person who controls the debate; it recommends using Madame Chair or Mr. Chairman to address the chair. The FranklinCovey Style Guide for Business and Technical Communication and the American Psychological Association style guide advocate using chair or chairperson . The Oxford Dictionary of American Usage and Style (2000) suggested that

4424-420: The gender-neutral forms were gaining ground; it advocated chair for both men and women. The Daily Telegraph 's style guide bans the use of chair and chairperson ; the newspaper's position, as of 2018, is that "chairman is correct English". The National Association of Parliamentarians adopted a resolution in 1975 discouraging the use of chairperson and rescinded it in 2017. The word chair can refer to

4503-412: The general body of shareholders can control the exercise of powers by the articles in the directors is by altering the articles, or, if opportunity arises under the articles, by refusing to re-elect the directors of whose actions they disapprove. They cannot themselves usurp the powers which by the articles are vested in the directors any more than the directors can usurp the powers vested by the articles in

4582-479: The general body of shareholders. It has been remarked that this development in the law was somewhat surprising at the time, as the relevant provisions in Table A (as it was then) seemed to contradict this approach rather than to endorse it. In most legal systems, the appointment and removal of directors is voted upon by the shareholders in general meeting or through a proxy statement . For publicly traded companies in

4661-426: The hands of one person. There is a strong parallel here with the structure of government, which tends to separate the political cabinet from the management civil service . In the United States, the board of directors (elected by the shareholders) is often equivalent to the supervisory board, while the executive board may often be known as the executive committee (operating committee or executive council), composed of

4740-427: The members of the board. In a stock corporation , non-executive directors are elected by the shareholders , and the board has ultimate responsibility for the management of the corporation. In nations with codetermination (such as Germany and Sweden), the workers of a corporation elect a set fraction of the board's members. The board of directors appoints the chief executive officer of the corporation and sets out

4819-418: The membership, especially if the membership meets infrequently, such as only at an annual general meeting . The amount of powers and authority delegated to the board depend on the bylaws and rules of the particular organization. Some organizations place matters exclusively in the board's control while in others, the general membership retains full power and the board can only make recommendations. The setup of

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4898-426: The organization is sometimes referred to as an executive director (not to be confused with the title executive director sometimes used for the CEO position in some organizations). Executive directors often have a specified area of responsibility in the organization, such as finance, marketing, human resources, or production. An outside director is a member of the board who is not otherwise employed by or engaged with

4977-416: The organization would provide details on who can perform these disciplinary procedures. Usually, whoever appointed or elected the chair has the power to discipline them. There are three common types of chair in public corporations. The chief executive officer (CEO) may also hold the title of chair, in which case the board frequently names an independent member of the board as a lead director. This position

5056-567: The organization, and does not represent any of its stakeholders. A typical example is a director who is president of a firm in a different industry. Outside directors are not employees of the company or affiliated with it in any other way. Outside directors bring outside experience and perspectives to the board. For example, for a company that serves a domestic market only, the presence of CEOs from global multinational corporations as outside directors can help to provide insights on export and import opportunities and international trade options. One of

5135-408: The overall strategic direction. In corporations with dispersed ownership, the identification and nomination of directors (that shareholders vote for or against) are often done by the board itself, leading to a high degree of self-perpetuation. In a non-stock corporation with no general voting membership, the board is the supreme governing body of the institution, and its members are sometimes chosen by

5214-413: The particular organization would provide details on who can perform these disciplinary procedures and the extent that they can be done. Usually, whoever appointed or elected the president has the power to discipline this officer. Some organizations may have a position of president-elect in addition to the position of president. Generally the membership of the organization elects a president-elect and when

5293-423: The persons who are members of its board. Several specific terms categorize directors by the presence or absence of their other relationships to the organization. Corporations often appoint a former senior executive and ex-board member as honorary president , a position that does not carry any executive authority and represents recognition of the person's corporate governorship and performance. An inside director

5372-401: The place from which the holder of the office presides, whether on a chair, at a lectern, or elsewhere. During meetings, the person presiding is said to be "in the chair" and is also referred to as "the chair". Parliamentary procedure requires that members address the "chair" as "Mr. (or Madam) Chairman (or Chair or Chairperson)" rather than using a name – one of many customs intended to maintain

5451-452: The powers of the board are vested in the board as a whole, and not in the individual directors. However, in instances an individual director may still bind the company by their acts by virtue of their ostensible authority (see also: the rule in Turquand's Case ). Because directors exercise control and management over the organization, but organizations are (in theory) run for the benefit of

5530-409: The president can make an "executive decision" only if the bylaws allow for it). Originally, the term president was used in the same way that foreman or overseer is used now (the term is still used in that sense today). It has now also come to mean "chief officer" in terms of administrative or executive duties. The powers of the president vary widely across organizations. In some organizations

5609-474: The president has the authority to hire staff and make financial decisions, while in others the president only makes recommendations to a board of directors , and still others the president has no executive powers and is mainly a spokesperson for the organization. The amount of power given to the president depends on the type of organization, its structure, and the rules it has created for itself. In addition to administrative or executive duties in organizations,

5688-430: The presiding officer's impartiality and to ensure an objective and impersonal approach. In the British music hall tradition, the chairman was the master of ceremonies who announced the performances and was responsible for controlling any rowdy elements in the audience. The role was popularised on British TV in the 1960s and 1970s by Leonard Sachs , the chairman on the variety show The Good Old Days . "Chairman" as

5767-462: The result. At a meeting, the president only has one vote (i.e. the president cannot vote twice and cannot override the decision of the group unless the organisation has specifically given the president such authority). If the president exceeds the given authority, engages in misconduct, or fails to perform the duties, the president may face disciplinary procedures. Such procedures may include censure , suspension, or removal from office . The rules of

5846-401: The result. At a meeting, the chair only has one vote (i.e. the chair cannot vote twice and cannot override the decision of the group unless the organization has specifically given the chair such authority). The powers of the chair vary widely across organizations. In some organizations they have the authority to hire staff and make financial decisions. In others they only make recommendations to

5925-468: The shareholders are normally the same people, and thus there is no real division of power. In large public companies , the board tends to exercise more of a supervisory role, and individual responsibility and management tends to be delegated downward to individual professional executives (such as a finance director or a marketing director) who deal with particular areas of the company's affairs. Another feature of boards of directors in large public companies

6004-439: The term of the president-elect is complete, that person automatically becomes president. Some organizations may have a position of immediate past president in addition to the position of president. In those organizations, when the term of the president is complete, that person automatically fills the position of immediate past president. The organization can have such a position only if the bylaws provide it. The duties of such

6083-465: The world such as a corporation, limited liability company, cooperative, business trust, partnership, private limited company, and public limited company. Much of what has been written about boards of directors relates to boards of directors of business entities actively traded on public markets. More recently, however, material is becoming available for boards of private and closely held businesses including family businesses. A board-only organization

6162-548: Was endorsed by the House of Lords in Quin & Axtens v Salmon [1909] AC 442 and has since received general acceptance. Under English law, successive versions of Table A have reinforced the norm that, unless the directors are acting contrary to the law or the provisions of the Articles, the powers of conducting the management and affairs of the company are vested in them. The modern doctrine

6241-513: Was expressed in John Shaw & Sons (Salford) Ltd v Shaw [1935] 2 KB 113 by Greer LJ as follows: A company is an entity distinct alike from its shareholders and its directors. Some of its powers may, according to its articles, be exercised by directors, certain other powers may be reserved for the shareholders in general meeting. If powers of management are vested in the directors, they and they alone can exercise these powers. The only way in which

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