Directors’ Fiduciary Duties: A New Analytical Framework ___________________________________ Ernest Lim* INTRODUCTION Prior to the enactment of the Companies Act 2006‚ the equitable principles on directors’ fiduciary duties of loyalty comprising the no-conflict and no-profit rules have been characterised in the form of either a strict or flexible approach.1 Simply put‚ under the strict approach2‚ absent the company’s informed consent‚ liability is automatically triggered if a director enters into
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THE BOARD‚ THE EXECUTIVE & GOOD GOVERNANCE Ladies and Gentlemen‚ this paper attempts to look at the board and individual directors in context to organisational development. To achieve this‚ the key roles and duties of the board and its directors will be fully reviewed in light of current corporate governance concerns. This paper relies heavily on Review of The Role and Effectiveness of Non-executive Directors – Higgs Review – (2003) and the Combined Code on Corporate Governance (2006) for referencing
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IBM BOARD CORPORATE GOVERNANCE GUIDELINES 1. Board Size 10-14 directors on the Board is optimal. This approach is flexible depending on the circumstances and the qualifications of proposed candidates. 2. Number‚ Structure and Function of Committees The number‚ structure‚ and function of Board Committees are reviewed periodically by the Directors and Corporate Governance Committee. The Audit Committee‚ Executive Compensation and Management Resources Committee‚ and the Directors and Corporate
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elsevier.com/locate/econbase Additions to corporate boards: the effect of gender Kathleen A. Farrell a‚*‚ Philip L. Hersch b a Department of Finance‚ University of Nebraska-Lincoln‚ Lincoln‚ NE 68588-0490‚ USA b Department of Economics‚ Wichita State University‚ USA Received 1 November 2003; accepted 1 December 2003 Available online 20 April 2004 Abstract During the decade of the 1990s the number of women serving on corporate boards increased substantially. Over this decade‚ we show that
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Enron‚ board governance and moral failings Gerald Zandstra Gerald Zandstra is Director of Programs at the Acton Institute for the Study of Religion and Liberty‚ Michigan‚ USA. Keywords Directors‚ Ethics‚ Responsibility‚ Corporate governance Abstract The failure of the Enron Corporation has brought attention to the roles played by the chief executive officer and other executives of the modern corporation. Its failure has also produced discussion of further regulations that will‚ it is hoped‚
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association’s CEO and board chair is a delicate one that can make or break the organization. The tension between the executive and non-executive has been there for quite some time which is a clear indication that nobody seem to care about the sour relationship and that’s the problem of poor management and this shows that there is lack of communication. Trust‚ Communication and Compromise are three fundamentals of any relationship‚ including the one between association CEOs and their board chairs. According
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As the world continues to evolve and grow‚ gender equality amongst board members of companies is still lagging behind the times. Women are typically underrepresented on boards and with no push from within corporations this trend will continue. Countries such as Norway and the United Kingdom are actively pushing corporations to diversify the boards of publicly held corporations to achieve a greater amount of gender equality. Having low representation of women is concerning due to the fact that women
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discussion of Richard Nolan and F. Warren McFarlan’s article “Information Technolgy and the Board of Directors” published in 2005 by Harvard Business Review. Information Technology and the Board of Directors In this article the authors show how board members can recognize their firms’ position and decide whether they should take a more aggressive stance. They illustrate the conditions under which boards should be less or more involved in IT decisions. Furthermore‚ they delineate what an IT governance
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Directors Duties 1 Types of directors: Ordinary‚ de facto‚ shadow directors and non executive directors. Table A section 80 is the cornerstone of corporate governance. Gives the directors powers to act as they see fit for the benefit of the company. Directors have a FIDUCIARY relationship with the company – trust and confidence. The distinguishing obligation of a fiduciary is the OBLIGATION OF LOYALTY. Shadow directors – not appointed by the board – have a decisive say in managing from a distance
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To be completed by Student: Module code: Name of module: CP51035 MANAGEMENT IN ENERGY AND NATURAL RESOURCES INDUSTRIES Title of paper CRITICALLY ANALYZE THE ROLE OF BOARD OF DIRECTORS AND SENIOR MANAGEMENT IN MANAGING ENTERPRISE RISK IN AN ENERGY COMPANY Student no: 130021015 To be completed by Staff: - FEEDBACK for student Highly satisfactory Satisfactory Requires development Comment Structure ⱱ Analysis ⱱ Very good effort for critical approach‚ good focus
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