The document discusses the role and responsibilities of a non-executive director (NED). It notes that NEDs are not employees and are paid fees rather than a salary. They serve for a specified period of time on a part-time basis. As directors, NEDs have the same legal responsibilities to the company as executive directors. The document outlines typical NED fees, the process for appointment and resignation, and responsibilities such as attending board meetings, ensuring proper financial reporting, and providing independent oversight and strategic guidance to help the company's success. It also discusses the rationale for family businesses hiring a NED to provide objective perspective.
Presentation on Independent Director as per Companies Act 2013Vishal Dhona, ACS
Presentation is made for understanding what is independent director? what are its roles?
Also by means of this you can understand what are the various provisions applicable to independent director.
Independent director – Section 149 of the Companies Act, 2013 versus Clause 4...D Murali ☆
Independent director – Section 149 of the Companies Act, 2013 versus Clause 49 of Listing Agreement - Dr S. Chandrasekaran - Article published in Business Advisor, dated August 10, 2014 http://www.magzter.com/IN/Shrinikethan/Business-Advisor/Business/
Presentation on Independent Director as per Companies Act 2013Vishal Dhona, ACS
Presentation is made for understanding what is independent director? what are its roles?
Also by means of this you can understand what are the various provisions applicable to independent director.
Independent director – Section 149 of the Companies Act, 2013 versus Clause 4...D Murali ☆
Independent director – Section 149 of the Companies Act, 2013 versus Clause 49 of Listing Agreement - Dr S. Chandrasekaran - Article published in Business Advisor, dated August 10, 2014 http://www.magzter.com/IN/Shrinikethan/Business-Advisor/Business/
This presentation explains about the legal position of directors.
Directors are the persons duly appointed by the company to direct and manage the affairs of the company.
Their legal position is sometimes described as agents, sometimes as managing partners, and sometimes as trustees.
Various provisions regarding independent director, appointment, qualification, remuneration, duties and roles of Independent director as mentioned in Schedule IV. In case you need this power point presentation, you can comment your email id.
The Companies Act, 1956 (referred as "the Act, 1956") do not directly talks about ID's, as no such provision exists regarding the compulsory appointment of ID's on the Board. However, Clause 492 of the listing agreement which is applicable on all listed companies mandates the appointment of ID's on the Board.
The presentation gives an overview of duties, responsibilities of Directors, Independent Directors, Managerial remuneration, definitions of Key managerial personnel, related party etc.
Corporate Law - COMPANY SECRETARY
QUALIFICATIONS OF THE SECRETARY
QUALTITIES OF THE COMPANY SECRETARY
DUTIES OF COMPANY SECRETARY
STATUTORY DUTIES
FUCTIONS OF SECRETARY.
LEGAL POSTION OF THE SECRETARY
ACTUAL POSITION OR STATUS OF A COMPANY SECRETARY
APPOINTMENT OF A COMPANY SECRETARY
The board of directors plays a central role in the corporate governance system. All countries require that publicly listed companies have a board. While their attributes vary across nations, they universally share common responsibilities.
This Quick Guide provides an introduction to the roles and responsibilities of the board of directors.
It answers the questions:
• What is the purpose of a board?
• How does a board function?
• What does it mean to be “independent”?
• What are the legal and fiduciary requirements?
For an expanded discussion, see Corporate Governance Matters: A Closer Look at Organizational Choices and Their Consequences (Second Edition) by David Larcker and Brian Tayan (2015): http://www.gsb.stanford.edu/faculty-research/books/corporate-governance-matters-closer-look-organizational-choices
Buy This Book: http://www.ftpress.com/store/corporate-governance-matters-a-closer-look-at-organizational-9780134031569
For permissions to use this material, please contact: E: corpgovernance@gsb.stanford.edu
Copyright 2015 by David F. Larcker and Brian Tayan. All rights reserved.
WHO IS AN INDEPENDENT DIRECTOR?
Independent Director is Director other than a managing director or a Whole time Director or
a nominee Director.who fulfils all criteria as given in Section 149(6) along with Rule 4 and
Rule 5 of the Companies (Appointment and Qualification of Directors) Rules, 2014.
Roles & Responsibilities: A Primer (Series: Board of Directors Boot Camp 2020...Financial Poise
Private company owners, including family businesses, ESOPs, and private equity owners, often have different expectations for their boards than is common in publicly traded firms. Besides being much less encumbered by regulatory compliance, many private firms are looking for a completely different kind of engagement from directors. In companies with new boards, leaders and directors often struggle early on to determine the role of the board and how to separate board responsibilities from those of ownership and management. In this webinar, the audience will learn what companies are really looking for (or should be) from their boards, and the many ways that boards contribute to private company success.
To listen to this webinar on-demand, go to: https://www.financialpoise.com/financial-poise-webinars/roles-responsibilities-a-primer-2020/
This presentation explains about the legal position of directors.
Directors are the persons duly appointed by the company to direct and manage the affairs of the company.
Their legal position is sometimes described as agents, sometimes as managing partners, and sometimes as trustees.
Various provisions regarding independent director, appointment, qualification, remuneration, duties and roles of Independent director as mentioned in Schedule IV. In case you need this power point presentation, you can comment your email id.
The Companies Act, 1956 (referred as "the Act, 1956") do not directly talks about ID's, as no such provision exists regarding the compulsory appointment of ID's on the Board. However, Clause 492 of the listing agreement which is applicable on all listed companies mandates the appointment of ID's on the Board.
The presentation gives an overview of duties, responsibilities of Directors, Independent Directors, Managerial remuneration, definitions of Key managerial personnel, related party etc.
Corporate Law - COMPANY SECRETARY
QUALIFICATIONS OF THE SECRETARY
QUALTITIES OF THE COMPANY SECRETARY
DUTIES OF COMPANY SECRETARY
STATUTORY DUTIES
FUCTIONS OF SECRETARY.
LEGAL POSTION OF THE SECRETARY
ACTUAL POSITION OR STATUS OF A COMPANY SECRETARY
APPOINTMENT OF A COMPANY SECRETARY
The board of directors plays a central role in the corporate governance system. All countries require that publicly listed companies have a board. While their attributes vary across nations, they universally share common responsibilities.
This Quick Guide provides an introduction to the roles and responsibilities of the board of directors.
It answers the questions:
• What is the purpose of a board?
• How does a board function?
• What does it mean to be “independent”?
• What are the legal and fiduciary requirements?
For an expanded discussion, see Corporate Governance Matters: A Closer Look at Organizational Choices and Their Consequences (Second Edition) by David Larcker and Brian Tayan (2015): http://www.gsb.stanford.edu/faculty-research/books/corporate-governance-matters-closer-look-organizational-choices
Buy This Book: http://www.ftpress.com/store/corporate-governance-matters-a-closer-look-at-organizational-9780134031569
For permissions to use this material, please contact: E: corpgovernance@gsb.stanford.edu
Copyright 2015 by David F. Larcker and Brian Tayan. All rights reserved.
WHO IS AN INDEPENDENT DIRECTOR?
Independent Director is Director other than a managing director or a Whole time Director or
a nominee Director.who fulfils all criteria as given in Section 149(6) along with Rule 4 and
Rule 5 of the Companies (Appointment and Qualification of Directors) Rules, 2014.
Roles & Responsibilities: A Primer (Series: Board of Directors Boot Camp 2020...Financial Poise
Private company owners, including family businesses, ESOPs, and private equity owners, often have different expectations for their boards than is common in publicly traded firms. Besides being much less encumbered by regulatory compliance, many private firms are looking for a completely different kind of engagement from directors. In companies with new boards, leaders and directors often struggle early on to determine the role of the board and how to separate board responsibilities from those of ownership and management. In this webinar, the audience will learn what companies are really looking for (or should be) from their boards, and the many ways that boards contribute to private company success.
To listen to this webinar on-demand, go to: https://www.financialpoise.com/financial-poise-webinars/roles-responsibilities-a-primer-2020/
10 things non executive directors can do to satisfy their legal responsibilitiesDavid Doughty
The 2006 UK Companies Act, which sets out the legal duties and responsibilities of Company Directors, is one of the longest pieces of legislation ever written. Falling foul of the law can have serious consequences for directors including personal and potential criminal liability yet many directors, particularly NEDs, take on their roles in blissful ignorance of the law.
Before becoming a company director you should have a basic understanding of your legal duties and responsibilities and you should check for indemnity provisions in the company articles of association and your Directors’ and Officers’ (D&O) insurance arrangements.
Once in post, here are 10 things you can do to avoid the potential pitfalls:
Corporate collapses, misinformation, fraud and the failure of many watchdog institutions, from auditors to investment analysts, have driven the need for change beyond the self-policing business arena and into the realm of politics - as had happened to Enron and Worldcom - as well as lesser corporate debacles, such as Adelphia Communications, AOL, Arthur Andersen, Global Crossing, Tyco, created an atmosphere of doubt and among the investing public. Practical applications of corporate governance in the US now mean compliance with the law - not just compliance with a "softly" enforceable voluntary code.
Opportunities for CAs as independent directors to enhance the credibility and...CA. (Dr.) Rajkumar Adukia
The concept of Independent Directors is a welcome step for corporate governance in India. Independent directors are expected to use their capacity, knowledge, and resources towards the maximization of stakeholders’ value and well-being. They ensure the progress of mankind through transparency, accountability, and truthful disclosure of the state of affairs of the company. The Companies Act, 2013 has conferred greater empowerment upon Independent Directors to ensure that the management and affairs of a company are being run fairly and smoothly.
Whether you are considering forming a board or want to enhance existing governance practices, understanding the role of the board and expectations of directors is an essential ingredient to successful, value-added governance in private companies. Company leaders and board directors often struggle to determine the role of the board and how to separate board responsibilities from those of ownership and management. In this webinar, the audience will learn what companies are really looking for (or should be) from their boards, and the many ways that boards contribute to private company success. We will cover the definition of a board, typical expectations of a director, board oversight vs. management responsibilities, and many other basics of board formation and operation.
Part of the webinar series:
BOARD OF DIRECTORS BOOT CAMP 2022
See more at https://www.financialpoise.com/webinars/
Whether you are considering forming a board or want to enhance existing governance practices, understanding the role of the board and expectations of directors is an essential ingredient to successful, value-added governance in private companies. Company leaders and board directors often struggle to determine the role of the board and how to separate board responsibilities from those of ownership and management. In this webinar, the audience will learn what companies are really looking for (or should be) from their boards, and the many ways that boards contribute to private company success. We will cover the definition of a board, typical expectations of a director, board oversight vs. management responsibilities, and many other basics of board formation and operation.
Part of the webinar series: Board of Directors Boot Camp 2022
See more at https://www.financialpoise.com/webinars/
Issues in Corporate Governance: Company Directors – Their Duties According to the Company Law & Corporate Governance.
1. Directors are fiduciaries, i.e. empowered to oversee the management - to ensure that it is effective, honest, and dedicated to managing the company for the benefit of its shareholders and to enhance shareholder value.
2. Rules are largely common law and equitable rather than statutory.
3. As overseers, directors should serve as advisers, monitors, counselors, protagonists, and critics but not as bulldogs
Whether you are considering forming a board or want to enhance existing governance practices, understanding the role of the board and expectations of directors is an essential ingredient to successful, value-added governance in private companies. Company leaders and board directors often struggle to determine the role of the board and how to separate board responsibilities from those of ownership and management. In this webinar, the audience will learn what companies are really looking for (or should be) from their boards, and the many ways that boards contribute to private company success. We will cover the definition of a board, typical expectations of a director, board oversight vs. management responsibilities, and many other basics of board formation and operation.
Part of the webinar series: Board of Directors Boot Camp 2021.
See more at https://www.financialpoise.com/webinars/
3 Basics to Investing in a Start-Up.pptxtaxguruedu
Bitcoin crypto is an investment that is best for the people who want the best profit and safety for the funds and details. This name is trendy in the trending crypto market, and if you check the best potentials for safety and profit, there is no other option like this one.
This eBook Board Governance for Private Business is based on the most common corporate governance questions we receive from private business owners. Most private business and family business organizations have Boards of Directors. However, the majority of private business Boards do not focus on corporate governance. At some point - often in preparation for an exit - these Boards explore the benefits of a governance Board and how to implement it. This eBook is a short read. Every page is an answer.
2. Non-Executive Director Service
Aspects of Non-Executive Directorship
Sources of Information:
Institute of Directors
Business Link
Nonexecdirector.co.uk
Aspects of Non-executive Directorship
In order that I can fulfil the role of a non-executive director in a satisfactory manner, it is
useful for clients to understand the nature of a non-executive’s duties and responsibilities -
especially if you are considering a non-executive director for the first time.
Firstly, a few facts about non-execs:
Non-executive directors are not employees of the company; they are paid fees not
salary.
Non-executive directors are usually taken on for a specified period of service.
Non-executive directors are invariably appointed on a part-time basis only.
Non-executive directors are treated in law similarly to executive directors, having the
same responsibilities to the company.
If the company letterhead states the name of any director, all directors including
non-execs must also be shown in full.
It is worth expanding on these items as questions inevitably arise from their consideration.
Fees
In companies with a turnover of less than £10M, fees typically range from £500 per
day for a non-executive director to £2000 per day for non-executive chairmen.
As we are not employees, deduction of PAYE and NI are not normally the
responsibility of the company.
There is a growing trend for non-execs to be partly paid with shares in the company.
This is certainly more common in the U.S.A.
Period of service
As with all directors, we retire by rotation and have to be re-elected.
3. Typically a contract would be drawn up for 3 years and obviously this can be
renewed at the appropriate time, by the board.
Days per annum
There is a wide variation in the number of days required by the company during a
year. The most common attendance is 12 -15 for non-executive directors, but non-
executive chairmen frequently work more than this.
Apart from days of attendance at the company, we also expect to spend time
reading and preparing for board meetings to ensure possession of sufficient
knowledge about the company and the industry in which it is involved. Time spent in
this way would normally be subject to negotiation.
Process of Delivery
Responsibilities to the company - non-executive directors have an equal responsibility to the
company as do executive directors. The Companies Act 1985 specifies four areas where this
is manifest.
‘A duty of care’ in the way the director conducts him/herself during work for the
company by showing loyalty and good faith.
‘Fiduciary duties’ whereby directors are required to act in the best interests of the
company as they see it.
A duty to act within the director’s own powers i.e. be guided by the company’s
Memorandum of Association.
A non-executive director is also subject to the same liability as any other director in
compensating the company for loss arising from breaches by directors of their
duties, or if they are acting as a director whilst disqualified.
The company letterhead does not have to state the name of any director, however if any
director is stated, all the directors’ names must also be stated in full.
Other aspects of the role of non-executive directors.
Board meetings
Clearly I would expect to participate fully in this forum and therefore must have
access to the same information as our fellow executive directors, especially
accounting records.
Although there is no legal requirement to hold board meetings, it is considered
essential to have them on a regular basis to ensure proper control over the
4. company. It is also important that the meetings should be structured and recorded
in the form of meeting minutes.
All directors should be given adequate notice, the Agenda advised and accounts
sufficient to allow an understanding of the company’s financial position provided.
All Directors have a general duty to attend board meetings whenever possible.
Independence
Non-executive directors should be, and be seen to be, independent of any faction within the
board. This is a recommendation of the Turnbull report and underpins the whole reason for
our existence. As independent persons, non-executive directors make valuable
contributions in the boardroom. These should be in the areas of:
Monitoring the company’s internal controls and systems to ensure that its
interests are safeguarded - especially if it is seen that a conflict may exist with
other directors’ personal interests.
Strategic direction of the company - it is particularly appropriate to raise the
implications of the arrival of e-commerce and effective use of the Internet,
and modern marketing strategies.
Helping establish Key Performance Indicators for the company’s senior
management and monitoring the results.
Considering the interests of the company’s employees, customers and
general public, especially in such areas as safety and product liability.
Raising issues such as Business Risk management, Financial management,
compliance with laws and regulations, minimising risk of fraud and the
safeguarding of assets - for listed companies, the directors have to report to
the shareholders that they have reviewed them.
Financial Responsibilities
As with all Directors, we are required to ensure that proper financial accounts are prepared
and submitted to the Registrar of Companies for each financial year. The minimum
requirement consists of a Balance Sheet and a Profit and Loss Account. The accounts must
be submitted to Companies House within 10 months (7 months for a plc.) of the end of the
company’s accounting period.
Director’s liability insurance
Many companies now take out liability insurance for their directors. This usually covers
them against costs whilst contesting any liability arising from negligence, default, breach of
duty, neglect and misstatement whilst acting as directors for the company. Liabilities arising
from libel, slander and criminal proceedings would not normally be covered.
Separately, Montague Consult Limited carries its own Professional Indemnity insurance for
the services it provides to clients.
5. Appointment
If I am being appointed to an existing company, a form 288a or 288ab (I) must be completed
and signed by myself. It should then be sent within 14 days to the Registrar of Companies at
Companies House at Cardiff for England and Wales and Edinburgh for Scotland, stating the
date of appointment.
The company’s own Register of Directors and Secretaries must also be updated to show the
appointment.
Resignation
There are many reasons why I may wish to resign from a non-executive directorship. These
may be personal reasons, a point of principle that makes it an untenable position to
continue to hold or I may believe the company is insolvent.
I can resign at any time providing I give notice to the company Chairman or Secretary.
The same method can be used for retirement.
Dismissal
Dismissal from my post as a non-executive director can be performed by the shareholders at
any time provided I am given notice of the resolution. I am then entitled to make written
representations that have to be sent to all the shareholders in time for the meeting. For the
board to be able to dismiss a director there must be provision in the Articles of the
company.
Rationale for having a non-Executive
Director for a Family Business
Family Businesses need a member of the Board who is unrelated in every sense, familial or
professional and who therefore can always be objective.
Benefits of hiring a non-Executive Director for a Family Business
1. An objective to assist the performance of the business and the happiness of all those
involved by maximising the use of his experience, knowledge, training and
independence.
2. Emotions are more reluctantly expressed with an outsider present.
3. Family relationship problems usually cannot be solved by the family alone because of
the close family relationship.
4. The outsider will not take sides in a dispute but remain independent.
5. Family directors sometimes have no experience outside their companies; this
experience is introduced by an outsider.
6. Beneficial outside contacts can be introduced by the non-executive including skilled
family business consultants.
6. 7. The necessary family and business structures could be advised upon and introduced.
8. Most banks would prefer an outside non- executive director.
9. An independent opinion can be applied to the matter of selection, appointment and
training of family people.
10. Succession planning would be insisted upon and advised upon.
11. Mentoring of family directors at the time of individual change for them.
12. Family management roles in the business could be dealt with using agreed structures
and procedures.
13. Directors’ remuneration can be independently reviewed for fairness one to the
other.
14. Day-today disputes can be independently resolved.
15. Helping to plan solutions when an existing business is reaching maturity.
16. Assistance with formulating business strategy and plans on a day-to-day, medium
and long term basis in order to assure the survival and success of the business.
17. Assisting with communication with family members and shareholders who are not
working in the business.
For more information or to discuss your individual requirements please email us by clicking
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