15. Directors

The Board Of Directors ◽

The Uk ◽

This chapter explores the role of directors in corporate governance. Rules on appointment and removal of a company’s directors are considered, followed by public disclosure of the names of directors and their work as a board, their remuneration and their powers of management. The chapter also considers the legal categorisation of directors, whether as fiduciaries, agents or trustees; the relationship between directors and shareholders of public companies; transparency; and general legal principles regarding the board of directors. Relevant legislation such as the Companies Act 2006 and the UK Corporate Governance Code, as well as particularly significant court cases, are mentioned.

15. Directors

10.1093/he/9780198778301.003.0015 ◽

2016 ◽

Author(s):

Derek French ◽

Stephen W. Mayson ◽

Christopher L. Ryan

Keyword(s):

Corporate Governance ◽

Executive Directors ◽

Court Cases ◽

Public Companies ◽

Legal Principles ◽

The Board Of Directors ◽

The Uk ◽

This chapter explores the role of directors in corporate governance, beginning with a discussion on the principles of corporate governance as set out in the UK Corporate Governance Code. Rules on appointment and removal of a company’s directors are considered next, followed by public disclosure of the names of directors and their work as a board, their remuneration, and their powers of management. The chapter also considers the legal categorisation of directors, whether as fiduciaries, agents, or trustees; the distinction between executive directors and non-executive directors; the relationship between directors and shareholders of public companies; the issue of the separation of ownership and the control of a company; transparency; and general legal principles regarding the board of directors. Relevant legislation such as the Companies Act 2006 and the UK Corporate Governance Code, as well as particularly significant court cases, are mentioned.

15. Directors

10.1093/he/9780198815105.003.0015 ◽

2018 ◽

Author(s):

Derek French

Keyword(s):

Corporate Governance ◽

Executive Directors ◽

Court Cases ◽

Public Companies ◽

Legal Principles ◽

The Board Of Directors ◽

The Uk ◽

This chapter explores the role of directors in corporate governance, beginning with a discussion of the principles of corporate governance as set out in the UK Corporate Governance Code. Rules on appointment and removal of a company’s directors are considered next, followed by public disclosure of the names of directors and their work as a board, their remuneration and their powers of management. The chapter also considers the legal categorisation of directors, whether as fiduciaries, agents or trustees; the distinction between executive directors and non-executive directors; the relationship between directors and shareholders of public companies; the issue of the separation of ownership and the control of a company; transparency; and general legal principles regarding the board of directors. Relevant legislation such as the Companies Act 2006 and the UK Corporate Governance Code, as well as particularly significant court cases, are mentioned.

15. Directors

Mayson, French & Ryan on Company Law ◽

10.1093/he/9780198797234.003.0015 ◽

2017 ◽

Author(s):

Derek French

Keyword(s):

Corporate Governance ◽

Executive Directors ◽

Public Companies ◽

Legal Principles ◽

The Board Of Directors ◽

The Uk ◽

The Relationship ◽

A Company

This chapter explores the role of directors in corporate governance, beginning with a discussion of the principles of corporate governance as set out in the UK Corporate Governance Code. Rules on appointment and removal of a company’s directors are considered next, followed by public disclosure of the names of directors and their work as a board, their remuneration and their powers of management. The chapter also considers the legal categorisation of directors, whether as fiduciaries, agents or trustees; the distinction between executive directors and non-executive directors; the relationship between directors and shareholders of public companies; the issue of the separation of ownership and the control of a company; transparency; and general legal principles regarding the board of directors. Relevant legislation such as the Companies Act 2006 and the UK Corporate Governance Code, as well as particularly significant court cases, are mentioned.

6. Company Management and Governance

Concentrate Questions and Answers Company Law ◽

10.1093/he/9780198856726.003.0006 ◽

2020 ◽

pp. 100-120

Author(s):

Imogen Moore

Keyword(s):

Corporate Governance ◽

Institutional Investors ◽

Executive Directors ◽

Executive Remuneration ◽

Questions And Answers ◽

The Uk ◽

And Control ◽

The Concentrate Questions and Answers series offers the best preparation for tackling exam questions and coursework. Each book includes typical questions, suggested answers with commentary, illustrative diagrams, guidance on how to develop your answer, suggestions for further reading, and advice on exams and coursework. This chapter explores important issues in company management and corporate governance, starting by examining the role of directors and shareholders (and the relationship between them) and the separation of ‘ownership and control’. Since the early 1990s, the governance of listed companies has been dominated by self-regulatory codes (currently the UK Corporate Governance Code). This chapter examines how these codes operate and considers key themes in corporate governance, including the role of non-executive directors and auditors; the position of institutional investors; and executive remuneration.

Does the Diversity of Directors Moderates the Relationship between Prudently Governed Corporate Board and Decision to Pay the Dividend?

Asia Proceedings of Social Sciences ◽

10.31580/apss.v2i2.320 ◽

2018 ◽

Vol 2 (2) ◽

pp. 60-64

Author(s):

Nauman Iqbal Mirza ◽

Qaiser Ali Malik

Keyword(s):

Corporate Governance ◽

Board Of Directors ◽

Panel Data Analysis ◽

Corporate Board ◽

Earnings Per Share ◽

The Board Of Directors ◽

The Relationship ◽

Moderating Role ◽

Nationality Diversity

This study evaluates the moderating role of diversity in the board of directors on the relationship between Corporate Governance and dividend decisions of listed companies of Pakistan. This study further explores relationship between conventional accounting variables and dividend decisions. Multifaceted diversity of the board of directors encompassing age, experience and nationality is examined. Panel Data Analysis is used to measure the cause and effect relationship among the variables. General to specific modelling is used by including all the potential regressors. Results depict that Firm Size, Leverage and Experience Diversity of Board negatively effects the Dividend Decisions, while Earnings per Share, CEO Duality, Directors Nationality and Age effects positively. Furthermore Age and Nationality Diversity of directors significantly moderate the relationship between Corporate Governance and Dividend Decisions.

BOARD OF DIRECTORS AS A FACTOR OF FIRM PERFORMANCE IN INNOVATIVE COMPANIES

International Journal of Innovation Management ◽

10.1142/s1363919619500609 ◽

2019 ◽

Vol 23 (06) ◽

pp. 1950060

Author(s):

IRINA BEREZINETS ◽

KIRILL BEREZKIN ◽

YULIA ILINA ◽

IRINA NAOUMOVA

Keyword(s):

Firm Performance ◽

Emerging Markets ◽

Board Of Directors ◽

Public Companies ◽

Composition And Structure ◽

The Board Of Directors ◽

The Impact ◽

The Relationship ◽

D Investment

The emerging markets undergo constant transformations and changes, and thus, a change of strategy can be critical for companies. However, the impact of R&D investment on firm performance and the role of the board of directors that makes decisions about a company’s innovative activities remain inconclusive. This paper investigates the relationship between a board of directors’ composition and structure in innovative companies and firm performance. Using the panel data of innovative Russian public companies that made R&D investments in 2011–2013, we found a positive relationship between the boards’ independence and ROA as an indicator of firm performance. Moreover, it was shown that innovative companies that establish a strategy committee will on average have a higher ROA ratio than innovative companies without such a committee. Innovative firms in emerging markets might consider creating strategic committees and increasing board independence to enhance their performance and increase the number of successful R&D investments.

Directors’ Remuneration and Corporate Governance within the UK

International Journal of Learning and Development ◽

10.5296/ijld.v7i3.11496 ◽

2017 ◽

Vol 7 (3) ◽

pp. 12

Author(s):

Tasnuva Jahan

Keyword(s):

Corporate Governance ◽

Board Of Directors ◽

World Economy ◽

Executive Pay ◽

Public Companies ◽

International Debate ◽

Legal Control ◽

The Board Of Directors ◽

The Usa ◽

The Uk

In this era of globalization and rapid growth of world economy size of directors’ remuneration is a matter of international debate. Current anxieties are around the increase in executive pay as reports disclose that executive pay no longer corresponds with performance and the gap of wealth have widened since the 1980s. The courts, nevertheless, has been reluctant to scrutinise this condition, neither has the legislature shown any interest to fix any standard of pay. Model Articles for Public Companies allow the board of directors to delegate their powers on conditions they seem fit. Compared the pay of CEOs of companies of Japan, Germany and UK with the USA and found that USA and UK were closest with their generous pay. This comparison is important since the UK and the USA have been taking serious techniques to prevent extra pay. This paper will discuss about the issues with remuneration highlighting the legal control of director’s remuneration and the flaws of regulations from different viewpoints of shareholder, executive and company along with social and economic the factors that increases director’s remuneration.

6. Company Management and Governance

10.1093/he/9780198745228.003.0006 ◽

2016 ◽

Author(s):

Imogen Moore

Keyword(s):

Corporate Governance ◽

Institutional Investors ◽

Executive Directors ◽

Executive Remuneration ◽

Questions And Answers ◽

The Uk ◽

And Control ◽

The Concentrate Questions and Answers series offers the best preparation for tackling exam questions and coursework. Each book includes typical questions, suggested answers with commentary, illustrative diagrams, guidance on how to develop your answer, suggestions for further reading, and advice on exams and coursework. This chapter explores important issues in company management and corporate governance, starting by examining the role of directors and shareholders (and the relationship between them) and the separation of ‘ownership and control’. Since the early 1990s, the governance of listed companies has been dominated by self-regulatory codes (currently the UK Corporate Governance Code). This chapter examines how these codes operate and considers key themes in corporate governance, including the role of non-executive directors and auditors; the position of institutional investors; and executive remuneration.

Book review: “Corporate governance: Theoretical essentials and international practices”

Corporate Law and Governance Review ◽

10.22495/clgrv3i1p5 ◽

2021 ◽

Vol 3 (1) ◽

pp. 53-57

Author(s):

osé Manuel Bernardo Vaz Ferreira

Keyword(s):

Corporate Governance ◽

Board Of Directors ◽

Executive Directors ◽

Socially Responsible ◽

Responsible Investment ◽

Key Points ◽

The Board Of Directors ◽

This review covers the textbook titled “Corporate governance: Theoretical essentials and international prectices”, authored by Aws Alhares and Naser Ibrahim Abumustafa (Virtus Interpress, 2021; ISBN: 978-617-7309-17-7). The review focuses particularly on the relationship between corporate governance and financial structure, the role of institutional investors in corporate governance, the board of directors’ impact on performance and the role of non-executive directors, the audit function and the role of regulation international corporate governance, and socially responsible investment. It also highlights the contribution of this textbook to the ongoing discussion on key points relating to corporate governance