Powers of Directors:
- Strategic Decision-Making: Directors have the power to make strategic decisions that shape the company's direction, goals, and growth strategies.
- Operational Decisions: While executive decisions often fall under the management team, directors may have authority over major operational matters and policies.
- Financial Oversight: Directors review and approve financial reports, budgets, and major financial decisions to ensure the company's financial health.
- Risk Management: Directors identify and manage risks that the company faces, making informed decisions to mitigate potential threats.
- Investments and Capital Expenditures: Directors approve significant investments, acquisitions, and capital expenditures based on their impact on the company's long-term objectives.
- Shareholder Communication: Directors communicate with shareholders about the company's performance, future plans, and key developments.
- Appointment of Executives: Directors appoint and supervise top executives, including the CEO and other senior management positions.
- Dividend Declaration: Directors may recommend and approve the distribution of dividends to shareholders based on financial performance and available profits.
- Legal and Regulatory Compliance: Directors ensure the company complies with laws, regulations, and corporate governance standards.
- Corporate Governance: Directors establish and maintain effective corporate governance practices, ensuring transparency and accountability.
Duties of Directors:
- Fiduciary Duties: Directors have a fiduciary duty to act in the best interests of the company and shareholders, which includes the duty of care and duty of loyalty.
- Duty of Care: Directors must exercise reasonable care, skill, and diligence when making decisions, taking into account the interests of the company and its stakeholders.
- Duty of Loyalty: Directors must avoid conflicts of interest and refrain from using their position for personal gain.
- Act within Powers: Directors must act within the powers conferred upon them by the company's articles of association and comply with laws and regulations.
- Exercise Independent Judgment: Directors must exercise independent judgment, free from undue influence or pressure.
- Exercise Reasonable Skill: Directors are expected to possess a reasonable level of expertise and make informed decisions.
- Disclosure of Interest: Directors must disclose any material interests in transactions or arrangements involving the company.
- No Unauthorized Benefits: Directors must not receive unauthorized personal benefits from their position.
- Risk Management: Directors must identify, assess, and manage risks that could impact the company's performance and value.
- Confidentiality: Directors must maintain the confidentiality of sensitive company information.
- No Insider Trading: Directors must not engage in insider trading or use confidential information for personal gain.
- Avoid Misuse of Position: Directors must avoid misusing their position for personal or improper purposes.
- Stakeholder Consideration: Directors should consider the interests of various stakeholders, including employees, customers, and the community.
Directors have a critical role in ensuring the success, integrity, and sustainability of the company. Their powers and duties are designed to promote effective governance, ethical conduct, and responsible decision-making.