Class No-21

-K.M Neamul Hoque Sir, ACMA

Dt: 31.03.2019

The impact of Corporate Governance on directors’ powers and duties.

Director:
A board of directors is a body of elected or appointed members who jointly oversee
the activities of a company or organization.
Directors’ Power:
Directors are fiduciary agent. As a result, their power must be exercised not only in the
manner required by law but also bona fide for the benefit of the company as a whole,
in general, directors may do anything that is legal and is allowed by the company’s
constitution.
Directors’ Duty:
 To act within the powers conferred;
 To promote the success of the company for the benefit of its members;
 To exercise independent judgement;
 To exercise reasonable care, skill and diligence;
 To avoid conflict of interest.
Responsibilities of the Board of Directors:
 Oversee the conduct of the company’s business.
 Evaluate whether the business is being properly managed.
 Review, approve and monitor fundamental business and financial strategies
and major corporate actions.
 Oversee process designed to ensure the accuracy and completeness of the
company’s financial statements.
 Monitor the effectiveness of the company’s internal controls.
 Assess major risk facing the company and review options for addressing such
risks.
 Ensure processes are in place for maintaining the integrity of the company.
 Oversee the selection, evaluation, development, compensation and succession
planning of the different level executive officer.

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Class Note: Fundamentals of Ethics, Corporate Governance and Business Law Page 9