The Role of the Chairman

2020 ◽  
Author(s):  
Leslie Kosmin ◽  
Catherine Roberts
Keyword(s):  
Board Of Directors ◽  
General Meeting ◽  
Vast Array ◽  
Effective Manner ◽  
Procedural Control ◽  
The Board Of Directors ◽  
A Company

For there to be an effective general meeting of members of a company someone has to perform the role of chairman and be appointed to that position. The appointment of a chairman is an indispensable part of any meeting. In the absence of a person exercising procedural control over the affairs of the general meeting it may be unable to proceed to transact business in an orderly manner. At a shareholders’ meeting that person is often the chairman of the board of directors of the particular company but this is not always the case. The chairman is the person who conducts the meeting and leads it through the business on the agenda which is to be transacted. A vast array of skills are required in order to discharge this important role in an efficient and effective manner. In carrying out this task the chairman must have regard not only to the interests and concerns of the majority present but also the rights of the minorities.

Meetings of Members Ordered by the Court

2020 ◽  
Author(s):  
Leslie Kosmin ◽  
Catherine Roberts
Keyword(s):  
Board Of Directors ◽  
General Meeting ◽  
Financial Statements ◽  
Company Law ◽  
Constitutional Rights ◽  
Share Capital ◽  
The Board Of Directors ◽  
A Company

The two key organs of a company are the board of directors and the members of the company exercising their constitutional rights in a general meeting. Company law attaches great significance to the due convening of general meetings of shareholders. The general meeting is the forum for considering many of the essential matters relating to the company’s affairs including increasing or reducing the share capital of the company, changes to the memorandum or articles of association, alterations to the composition of the board of directors, considering the content of the company’s financial statements and approving dividends.

The Role of the Chairman at Meetings of Directors

2020 ◽  
Author(s):  
Leslie Kosmin ◽  
Catherine Roberts
Keyword(s):  
Board Of Directors ◽  
Chief Executive Officer ◽  
Chief Executive ◽  
Board Meeting ◽  
Timely Manner ◽  
Management Decisions ◽  
The Board Of Directors ◽  
Important Position ◽  
A Company

It is usual for a valid board meeting to be chaired by one of the directors who will act as the chairman of the board. The chairman is the person who has control of the conduct of the meeting. The person who occupies the position of chairman of the board of directors holds an important position in the hierarchy of a company. It is the responsibility of the chairman to manage the board meeting and, in consultation with the chief executive officer and the company secretary, to set the agenda for board meetings. In managing a board meeting a chairman must ensure that all members of the board receive accurate and proper information in a timely manner so as to enable them to take informed management decisions.

scholarly journals What Are Companies For?

2022 ◽  
pp. 51-68
Author(s):  
Pablo Cardona ◽  
Carlos Rey
Keyword(s):  
Board Of Directors ◽  
Fundamental Question ◽  
Three Dimensions ◽  
The Board Of Directors ◽  
Definition Of ◽  
Clear Idea ◽  
The Relationship ◽  
A Company ◽  
Specific Definition

AbstractManagement by missions (MBM) starts by asking a fundamental question: What is your company for? It seems reasonable to assume that an organization and its members should have a clear idea of why they exist. In practice, however, that is not always the case. Very often, there is great confusion and conflict of opinion on this point, even within the board of directors or executive committee. In this chapter, we explore this fundamental question first by discussing the role of profit in business (as a mean or an end). Then we propose a specific definition of purpose as the synthesis of the ends of a company. We then introduce the three dimensions of an effective purpose: Authenticity, Coherence and Integrity. Finally, we discuss the relationship between personal and corporate purpose.

The Delicate Task: Guide to Investigating Allegations of Company-Internal Misconduct

2019 ◽  
pp. 521-546
Author(s):  
Andrew Boutros
Keyword(s):  
Board Of Directors ◽  
Real World ◽  
Board Member ◽  
Constant Tension ◽  
The Board Of Directors ◽  
A Company

Conducting internal investigations requires a delicate balancing act for lawyers. The most immediate goal of any internal investigation is discovering the truth. But in the complicated real world occupied by today’s companies, the search for the truth finds itself in constant tension with other important, and often outcome-determinative, considerations. Nevertheless, it is critical that companies conduct an appropriately scaled, appropriately overseen investigation. This chapter first discusses the value of an internal investigation. It then offers a few words on the role of the board of directors when management or a board member is implicated, before describing in detail the basic steps a company should follow in conducting its investigation.

PENGARUH EFEKTIVITAS DEWAN KOMISARIS, DAN KOMITE AUDIT, STRUKTUR KEPEMILIKAN PERUSAHAAN, DAN KUALITAS AUDIT TERHADAP PERATAAN LABA

2017 ◽  
Vol 5 (1) ◽  
Author(s):  
Achmad Junaedi , MM. ◽  
Khoirina Farina
Keyword(s):  
Board Of Directors ◽  
Audit Committee ◽  
Stock Exchange ◽  
Income Smoothing ◽  
Audit Committees ◽  
Corporate Ownership ◽  
The Board Of Directors ◽  
Corporate Ownership Structure ◽  
A Company

This study aims to determine the effect of the effectiveness of the role of board of directors, and audit committees, corporate ownership structure and quality audits of income smoothing practices. To identify companies that practice income smoothing using Eckel Index (Eckel, 1981). The effectiveness of the board of directors and audit committee was measured using a score based on the characteristics of independence, activity, number of members and competence (Herman, 2009). The hypothesis was tested using logistic regression study sample consisted of 125 companies listed in the Indonesia Stock Exchange in 2011. The results show a company owned and controlled by the family have a higher probability to perform income smoothing practices and companies owned by foreigners has more probability low for income smoothing practices. While the effectiveness of the board of directors and audit committee does not influence the practice of smoothing earnings

Circulars to Members and Members’ Statements

2020 ◽  
Author(s):  
Leslie Kosmin ◽  
Catherine Roberts
Keyword(s):  
Board Of Directors ◽  
Listed Company ◽  
General Meeting ◽  
Relevant Information ◽  
Informed Decision ◽  
The Board Of Directors ◽  
Pertinent Information ◽  
A Company

Very often when a meeting of members of a company is convened the notice of the meeting will be accompanied by a circular that is addressed to all of the members. Such a circular for distribution to members will be prepared by the board of directors, usually in consultation with relevant appropriate professional advisers. The purpose of sending a circular to members is to appraise them of the reason for, and purpose of, the resolutions that are proposed to be considered at the forth-coming general meeting, and to provide pertinent information to shareholders in order to enable them to take an informed decision as to whether or not to attend the meeting and as to how they will cast their votes. A board of directors must ensure that a circular to members contains an accurate summary of all of the relevant information relating to the proposals upon which the members have been asked to vote at the forthcoming general meeting. In the context of a public listed company, it is to be noted that the Listing Rules of the Financial Conduct Authority require that when the holders of listed equity shares are sent a notice of meeting which includes any

17. Company Law II Company Officers and Liabilities

2017 ◽  
Author(s):  
Lucy Jones
Keyword(s):  
Corporate Governance ◽  
Board Of Directors ◽  
Company Law ◽  
The Board Of Directors ◽  
A Company

This chapter discusses the rules relating to the officers of a company. It considers the meaning of ‘director’ and the position of the Board of Directors. It examines the appointment, retirement, and removal of directors and considers the powers of directors and their authority to act on behalf of the company. The chapter examines the general duties of directors, including the codified duties under the Companies Act 2006, and considers the effect of a breach of those duties. The appointment and the role of a company secretary and company auditors are examined. The chapter concludes with a discussion of the meaning of corporate governance.

Meetings Requested by Members

2020 ◽  
Author(s):  
Leslie Kosmin ◽  
Catherine Roberts
Keyword(s):  
Board Of Directors ◽  
General Meeting ◽  
Best Interests ◽  
Annual General Meeting ◽  
Private Companies ◽  
Public And Private ◽  
Generic Term ◽  
The Board Of Directors ◽  
A Company ◽  
Do So

In accordance with their general powers of management the board of directors of a company are empowered to convene general meetings of members whenever they consider it to be in the best interests of the company to do so and whenever it is necessary. Prior to CA 2006 such meetings were known as extraordinary general meetings so as to distinguish them from the annual general meeting which used to be compulsory for both public and private companies. Under CA 2006 the term ‘extraordinary general meeting’ is no longer used. It is replaced by the generic term ‘general meeting’. The power to convene a meeting is to be found in the articles of association and appears, for example, in reg 37 of the 1985 Table A.

17. Company Law II

2019 ◽  
pp. 479-506
Author(s):  
Lucy Jones
Keyword(s):  
Corporate Governance ◽  
Board Of Directors ◽  
Company Law ◽  
The Board Of Directors ◽  
A Company

This chapter discusses the rules relating to the officers of a company. It considers the meaning of ‘director’ and the position of the Board of Directors. It examines the appointment, retirement, and removal of directors and considers the powers of directors and their authority to act on behalf of the company. The chapter examines the general duties of directors, including the codified duties under the Companies Act 2006, and considers the effect of a breach of those duties. The appointment and the role of a company secretary and company auditors are examined. The chapter concludes with a discussion of the meaning of corporate governance.

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