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The board of directors

Roles and responsibilities

1.1 Board of directors- roles and responsibilities

In relation to corporate bodies:

 a director is an officer of the company charged by the board of
directors with the conduct and management of its affairs

 the directors of the company collectively are referred to as a board
of directors
 the shareholders appoint the chairman of the board and all other
directors (upon recommendations from the nominations
committee)

 directors, individually and collectively have a duty of corporate
governance.

From the principles in the UK Corporate Governance Code (2010), the
key roles and responsibilities of directors are to:

 provide entrepreneurial leadership of the company

 represent company view and account to the public

 decide on a formal schedule of matters to be reserved for board
decision

 determine the company’s mission and purpose (strategic aims)

 select and appoint the CEO, chairman and other board members

 set the company’s values and standards

 ensure that the company’s management is performing its job
correctly

 establish appropriate internal controls that enable risk to be
assessed and managed

 ensure that the necessary financial and human resources are in
place for the company to meet its objectives

 ensure that its obligations to its shareholders and other
stakeholders are understood and met

 meet regularly to discharge its duties effectively

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