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71-601: On 23 January 1955, the congregants at the Annual General Meeting of the Accra Ridge Church voted to accept the decision to establish a school. The church amended its constitution to enable the incorporation of the school in order to give the legal oversight of the school to the Church Council. Direct management of the school is undertaken by a nine-member Board of Governors which reports to the Church Council as

142-441: 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,

213-442: 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

284-515: 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

355-480: 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 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

426-432: A certain cause, a board of directors may have the responsibility of running the organization in between meetings of 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,

497-480: 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 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

568-529: 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

639-443: A military life, with the school typically incorporating real military structure and ranks within their respective program. Initially, such schools admitted only sons of the nobility or gentry , but in time many of the schools were opened also to members of other social classes. Since the 19th century, "corps of cadets" has referred to the student body of cadets at a military academy. The original Cadets de Gascogne corps

710-512: 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

781-526: A position that does not carry any executive authority and represents recognition of the person's corporate governorship and performance. An inside director 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

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852-416: 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

923-589: 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 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

994-438: 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,

1065-443: A set fraction of the board's members. The board of directors appoints the chief executive officer of the corporation and sets out 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,

1136-415: 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

1207-451: A storeroom. Other blocks have a kindergarten and a playroom, staff rooms, a school cafeteria and a canopy walkway connecting the lower secondary school to the kindergarten and primary departments. The school also owns a home economics or catering centre, an administration block, a science laboratory , an infirmary and a pre-technical skills workshop for wood and metalwork. There is also a basketball court and an AstroTurf football field on

1278-414: 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

1349-406: 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

1420-510: Is an executive committee that supervises the activities of a business , a nonprofit organization , or a government agency . The powers, duties, and responsibilities of 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,

1491-626: Is assisted by three assistant heads for each department: kindergarten and lower primary; upper primary and the junior high departments. The three-year (9-term) Junior High School (JHS) curriculum according to the Ghana Education Service syllabus prepares students for the Basic Education Certificate Examination (BECE) conducted by the West African Examinations Council . All pupils are trained in

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1562-408: 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

1633-416: Is becoming available for boards of private and closely held businesses including family businesses. A board-only organization 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

1704-527: Is complete. Details on how they can be removed are usually provided in 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

1775-413: 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

1846-649: Is done at the class level. Upper primary and junior high students are taught at the subject level. The non-teaching staff is made up of an administrative officer, an accountant, a librarian, a caretaker, a cashier, a storekeeper, a driver, six campus security men and nine other ancillary staff. There are four sections at the Ridge Church School. From kindergarten through to the Junior High School, each pupil belongs to one of four sections: Sackey (Red), Hooper (Yellow), Stronge (Blue), Bennett (Green). The purpose of

1917-454: Is employed as a manager or executive of 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

1988-408: 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

2059-459: 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

2130-400: 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

2201-665: The Imperial Japanese Army Academy established in 1868. In the United States there are several types of institutions which have a cadet corps these include The colleges operated by the U.S. Federal Government, referred to as federal service academies, are: These schools do not force students to pay tuition but require students to fulfill a mandatory service requirements. Six colleges that offer military Reserve Officers' Training Corps (ROTC) programs under 10 U.S.C. § 2111a(f), though many other schools offer military Reserve Officers' Training Corps under other sections of

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2272-608: The Lincoln Community School , the Swiss School and Ghana International School were established. In 1978, a third stream was added to each class. The junior secondary curriculum was introduced in 1987 while the upper primary school started subject level teaching in September 2003. Apart from thirty-two classrooms, the school has a multi-purpose block that houses a library, an assembly hall, a computer laboratory, washrooms and

2343-510: The Marion Richardson handwriting system. School subjects taught include languages including English, French, Ghanaian languages such as Ga and Twi, mathematics, music, natural sciences, social studies, religious and moral education, basic design and technology (pre-vocational skills, graphic design & pre-technical skills), home economics (catering & life skills), information and communications technology (ICT) and physical education. In

2414-499: The shareholders , the law imposes strict duties on directors in relation to the exercise of their duties. The duties imposed on directors are fiduciary duties, similar to those that the law imposes on those in similar positions of trust: agents and trustees . Cadet Corps A corps of cadets , also called cadet corps , is a type of military school (such as a JROTC high school , ROTC program , senior military college or service academy ) intended to prepare cadets for

2485-825: The 1970s, all Common Entrance Examination candidates from the school were admitted to their first choice secondary school as a result of the school's selectivity and rigorous curriculum. The school has consistently obtained a 100% pass rate in the Common Entrance Examination and later, the Basic Education Certificate Examination , making it one of the best basic schools in the country and a feeder for highly selective secondary schools. Pupils are required to take part in extra-curricular club activities every Thursday. Options include Girl and Ananse Guide , Red Cross , Good News Club, Reading Club, Sports Club, Cadet Corps , Ballet , Chess , Boys’ Scout , Science Club, Cultural Drumming and Dancing Club, Music and Drama Club. Over

2556-504: 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

2627-699: The 1st Kolberg corps of about seventy cadets was relocated to the Royal Prussian Cadet Corps in Berlin. Based at the newly erected Kadettenhaus , it became the main education centre of Prussian Army officers under "Soldier King" Frederick William I . Further cadet schools were established in Stolp (1769), Kulm (1776), Potsdam , and Kalisch (1793). The educational system was largely reorganised by officers like Ernst von Rüchel , Gerhard von Scharnhorst , August Neidhardt von Gneisenau , and Hermann von Boyen in

2698-564: 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

2769-533: 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

2840-404: The board is accountable to, and may be subordinate to, the organization's full membership, which usually elect 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

2911-454: The board is the supreme governing body of the institution, and its members are sometimes chosen by 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

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2982-492: 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

3053-454: 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

3124-440: 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 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

3195-417: The board who is not otherwise employed by or engaged with 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

3266-404: The campus. The school population is 987 pupils comprising 466 boys and 521 girls. The academic year runs on a three term calendar: Advent, Lent and Trinity terms. In 2011, the school introduced a one–year kindergarten programme for 5-year-olds. The 10-year curriculum is therefore made up of a one-year kindergarten course, 6-year primary school and three years of Junior High School. The headmistress

3337-410: The company or organization. Outside directors are often useful in handling disputes between inside directors, or between shareholders and 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

3408-742: The course of the 19th century Prussian Reforms . In 1878 the Hauptkadettenanstalt moved to Lichterfelde in the southwestern suburbs of Berlin. The aristocratic Ritter-Akademie ( knight academy ) in Liegnitz , Silesia , established in 1708, had a similar concept. Based on the Prussian model, cadet schools were founded by the Saxon Army in 1725 at Dresden and by the Bavarian Army at Munich in 1755. A Württemberg military college ( Kriegsschule )

3479-436: 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

3550-487: 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

3621-478: 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

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3692-478: The first and second grades in two streams. The first two classes were housed in a single block of two classrooms and washrooms. Later on, more classroom blocks and other facilities were added to the school infrastructure. In the early days, there were pupils from nearly 40 countries. After the overthrow of Kwame Nkrumah in 1966, many expatriates left the country and indirectly affected the school's international make-up. In addition, other international schools such as

3763-412: 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

3834-479: 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

3905-411: The general membership retains full power and the board can only make recommendations. The setup of 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

3976-426: 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

4047-446: 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 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

4118-494: The law. All Military Senior Military Colleges In addition, these five institutions that were military colleges at the time of their founding now maintain both a corps of cadets and a civilian student body. Many of these institutions also offer online degree programs: Maritime Institutes operate on a military college system. Cadets may apply for Naval Reserve commissions upon obtaining their Merchant Marine Officer's licenses and offer some form of military commissioning program into

4189-432: 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 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 ,

4260-463: 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, 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,

4331-430: The officers become members of the board in addition to the directors and retain those duties on 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

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4402-452: 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

4473-516: 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 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

4544-423: The section system is to foster healthy social contact across all pupils at the school. The section system forms the basis for inter-house competitions such as Sports (Football/Soccer, Basketball, Athletics/ Track and Field, etc.), Public Speaking (Speech and Debate), Music, Dance and Drama. The following individuals have served as the headmistress of the school: Board of Governors A board of directors

4615-468: 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

4686-457: The ultimate approving authority. The Accra Ridge Church raised funds and the official opening of the school took place on 7 January 1957 as inter-denominational school for children of Christian expatriate church members living in Ghana. The first headmistress was Mrs. Ellen Stronge. The school's Parent-Teacher Association was formed in 1958. At the school's opening, there were thirty-three pupils in

4757-535: The years, pupils of the schools have participated in various local and international inter-school academic and sports competitions such as The Spelling Bee Ghana and the Scripps National Spelling Bee . There are three academic terms in the year: The school has 56 teachers who are diploma and first degree holders: 4 for kindergarten; 29 for primary school and 23 for the JHS department. Lower-primary teaching

4828-548: 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

4899-595: Was established by King Louis XIII of France for younger sons of Gascon gentry (in the Gascon language , capdets —"little chiefs"). This idea of a school for boys who would later become gentlemen volunteers in the army to offset their lack of patrimony , soon spread, with similar schools being established in other European countries. Notable cadet-corps schools were created by the "Great Elector" Frederick William I of Brandenburg , in Kolberg , Berlin , and Magdeburg . In 1716

4970-513: 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

5041-586: Was founded in 1820 at Ludwigsburg . In the Austrian Empire , Cadeten-Institute were established in Hainburg , Eisenstadt , Marburg , and Rijeka , where officer candidates prepared for military academy attendance. A first Russian Cadet Corps was created by Empress Anna at Saint Petersburg in 1731. The Corps of Cadets was established at Warsaw for Lithuanian and Polish nobles in 1765 by King Stanisław August Poniatowski . Similar institutions comprise

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