Board of Directors
/bɔːd ɒv dɪˈrektəz/
A Board of Directors is a group of elected individuals who collectively oversee and govern a company on behalf of its shareholders.
A Board of Directors is a group of elected individuals who collectively oversee and govern a company on behalf of its shareholders.
The Board of Directors meets regularly to make strategic decisions, review company performance, and ensure proper governance.
They vote on major issues like budgets, key appointments, and significant business changes.
Each director has one vote regardless of their shareholding.
A Board of Directors must act in the company's best interests, oversee management, and ensure legal compliance.
They're responsible for setting company strategy, appointing senior executives, and protecting shareholder interests.
Directors also have fiduciary duties to act honestly and avoid conflicts of interest.
Most jurisdictions require Board of Directors members to be at least 18 years old and not disqualified from acting as directors.
You'll typically need a minimum number of directors (often one for private companies).
Directors can be shareholders, employees, or independent external appointees.
You appoint your initial Board of Directors when incorporating your company through the registration documents.
Shareholders elect additional directors through ordinary resolutions at general meetings.
New directors must consent to their appointment and be registered with the relevant company registry.
Executive directors work full-time for the company and handle day-to-day operations alongside their board duties.
Non-executive directors are independent members who provide oversight and strategic guidance without operational responsibilities.
Many boards combine both types for balanced governance.
Yes, shareholders can remove Board of Directors members through ordinary resolutions at general meetings.
Directors can also resign voluntarily by giving notice to the company.
Any changes must be filed with the relevant company registry within the specified timeframe.
Most company structures legally require at least one director, making a Board of Directors mandatory even for small businesses.
However, private companies often operate with minimal boards, sometimes just the founder-director.
The board's complexity typically grows with company size and external investment.
