Roles of Directors in a Company Author : Adv. Sanjyot Suresh Kamat BSc., MDBA, LLM (Corporate Law)
Sanjyot Suresh Kamat
Corporate Lawyer & Certified Independent Director (IICA) | 15+ Years in Legal & Investments | Boosted Client ROI by 20% | Expertise in Governance & Compliance | Seeking Director Roles & Legal Empanelments
Prathapa Reddy Mula Shatarchi Varma Vinay Kumar Darshi Nitin Garg VijayaLakshmi Raman, BEMBB, LSSBB, LA(QMS, ISMS), ID SIYA KAMAT, PhD Viju Abhishek Singh Jan Strandberg Loveleen Chandok Ashish Sharma Janson KUMAR VIBHU Tapan Acharya Paragraj Pai Dr.Neena Panandikar Dr Anuj Purbey Dr. Purnanand Savoikar Vilas G Waikar FCII , PhD Nilesh D Naik, CFA Saurabh Kamat CEO Independent Director Director
Directors play a crucial role in the governance and management of a company and are basically ?appointed by the shareholders to represent their interests and oversee the strategic direction and operations of the company.[1] The specific roles and responsibilities of directors can vary depending on the company's jurisdiction and its governing documents, such as the memorandum of understanding, articles of association or bylaws of the perticular corporate.[2] However, some common roles and duties of directors are given below for academis purposes :-
1.????Strategic Planning in the Company: Directors play a key role in ?formulating and approving the company's strategic objectives, long-term plans, and overall business strategy.[3] They mainly participate in discussions and decision-making processes regarding mergers, acquisitions, major investments, and other significant business initiatives of the company.[4]
2.????Governance and Compliance in the Company: Directors ensure that the company operates in compliance with applicable laws, regulations, and corporate governance standards[5] . They establish and monitor internal controls, risk management systems, and ethical guidelines. Directors also oversee the company's financial reporting and disclosure processes to provide transparency and accountability to shareholders and stakeholders.[6]
3.????Board Leadership: Directors typically elect a chairman or chairwoman from among themselves to lead the board of directors.[7] The board chair presides over board meetings, sets the agenda, and facilitates effective communication and decision-making among directors. The chairperson often acts as a liaison between the board and senior management.[8]
4.????Monitoring the affairs of the Management: Directors have a responsibility ?to monitor the company's management team and hold them accountable for achieving the company's goals and objectives. They appoint, evaluate, and sometimes remove the CEO and other key executives. Directors review and approve major management decisions, monitor performance, and ensure that management's actions align with the company's interests, goals ?and values.[9]
5.????Risk Management: Directors assess and manage risks that could affect the company's operations, reputation, and financial stability in the competive environment. They oversee risk management processes, including identifying potential risks, implementing mitigation strategies, and monitoring risk exposure.[10]
6.????Shareholder Relations: Directors act as a link between the company and its shareholders, representing their interests and concerns of the shareholders. They communicate with shareholders through annual general meetings, reports, and other communication channels. Directors may engage with institutional investors, respond to shareholder inquiries, and address shareholder proposals.[11]
7.????Legal and Fiduciary Roles: Directors owe fiduciary duties to the company and its shareholders, which include acting in good faith, with loyalty, and in the best interests of the Corporation.[12] They must avoid conflicts of interest and disclose any conflicts that may arise. Directors are also responsible for safeguarding company assets and ensuring fair treatment of shareholders.[13]
8.????Board Committees: Directors often serve on various committees established by the board to focus on specific areas of governance and oversight. These committees may include audit committees, compensation committees, nomination committees, and risk management committees. Directors contribute their expertise and experience to these committees and provide recommendations and guidance to the board.[14]
9.????Stakeholder Engagement: Directors may engage with stakeholders beyond shareholders, such as employees, customers, suppliers, and the local community. They consider the interests of these stakeholders when making decisions and ensure the company maintains positive relationships with them.[15]
10.???????????????????????Succession Planning of the Company: Directors participate in the succession planning process, particularly for senior management and key leadership positions. They identify potential successors, assess their qualifications, and ensure a smooth transition when changes in leadership occur.[16]
11.???????????????????????Board Evaluation and Development: Directors play a role in evaluating the effectiveness of the board as a whole, as well as their individual performance. They may engage in regular board self-assessment processes and participate in professional development activities to enhance their knowledge and skills.[17]
12.???????????????????????External Representation for the Comoany: Directors may represent the company externally in various capacities. They may engage with regulators, industry associations, government officials, and other stakeholders to advocate for the company's interests and contribute to industry-related discussions and policies.[18]
13.???????????????????????Crisis Management: Directors are responsible for overseeing crisis management strategies and responses[19] . In times of significant disruptions or emergencies, directors provide guidance and support to the management team, ensuring appropriate measures are taken to mitigate risks and protect the company's interests.[20]
14.???????????????????????Ethical and Social Responsibility: Directors promote ethical behavior and a strong corporate culture within the company. They ensure that the company operates in a socially responsible manner, taking into account environmental, social, and governance (ESG) factors. Directors may establish policies and initiatives to address sustainability, diversity and inclusion, and other relevant ethical considerations, and also the Corporate Social Responsibility ( CSR ).[21]
15.???????????????????????Continuous Improvement of the Company: Directors have a duty to promote continuous improvement within the company. They monitor industry trends, technological advancements, and market developments, seeking opportunities for growth, innovation, and operational excellence. Directors may challenge existing practices and encourage the adoption of best practices to enhance the company's competitiveness and long-term viability.[22]
To summarize it is very ?important to note that the roles and responsibilities of directors can evolve and adapt to the specific needs and challenges of the company. Directors must act in accordance with the company's governing documents, legal requirements, and their fiduciary duties to ensure effective governance and sustainable growth of the Company which they represent. It is also pertinent ?to note that the specific roles and responsibilities of directors may vary depending on the company's size, structure, industry, and legal requirements. Additionally, directors often work collectively as a board, making decisions through board meetings, committees, and consensus-building processes.
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[1] Johnson, Richard A., Robert E. Hoskisson, and Michael A. Hitt. "Board of director involvement in restructuring: The effects of board versus managerial controls and characteristics." Strategic management journal 14.S1 (1993): 33-50.
?
[2] Bebchuk, Lucian Arye. "The case for increasing shareholder power." Harv. L. Rev. 118 (2004): 833.
?
[3] Grünig, Rudolf, and Richard Kühn. The process of strategic planning. Springer Berlin Heidelberg, 2006.
?
[4] Gallimore, Paul, J. Andrew Hansz, and Adelaide Gray. "Decision making in small property companies." Journal of Property Investment & Finance 18.6 (2000): 602-612.
?
[5] Osisioma, Benjamin Chuka. "Good corporate governance: The role of the accountant." Association of National Accountants of Nigeria (2013).
?
[6] Fung, Benjamin. "The demand and need for transparency and disclosure in corporate governance." Universal Journal of Management 2.2 (2014): 72-80.
?
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[7] Kenyon-Rouvinez, Denise, et al. "The importance of family and business governance." Family business: Key issues (2005): 45-57.
?
[8] Bement, Danuse, and Ryan Krause. "The role of board leadership structure in firm governance." Oxford Research Encyclopedia of Business and Management. 2021.
?
[9] Hafeez, Malik M. Corporate Governance and Institutional Investment: Rules, Regulations and best practices to monitor corporate affairs and balance the interests of managers and shareholders. Universal-Publishers, 2015.
?
[10] Berns, Maurice, et al. "The business of sustainability: what it means to managers now." MIT Sloan Management Review (2009).
?
[11] Jensen, Michael C., and Jerold B. Warner. "The distribution of power among corporate managers, shareholders, and directors." Journal of Financial Economics 20 (1988): 3-24.
?
[12] Boatright, John R. "Fiduciary duties and the shareholder-management relation: Or, what's so special about shareholders?." Business Ethics Quarterly (1994): 393-407.
?
[13] Trope, Roland L. "Directors' digital fiduciary duties." IEEE security & privacy 3.1 (2005): 78-82.
?
[14] Chen, Kevin D., and Andy Wu. The structure of board committees. Vol. 1. Boston, MA: Harvard Business School, 2016.
?
[15] Low, Christopher, and Christopher Cowton. "Beyond stakeholder engagement: the challenges of stakeholder participation in corporate governance." International journal of business governance and ethics 1.1 (2004): 45-55.
?
[16] Harrell, Eben. "Succession planning: what the research says." Harvard Business Review 94.12 (2016): 70-74.
?
[17] Danielson, Charlotte, and Thomas L. McGreal. Teacher evaluation to enhance professional practice. Ascd, 2000.
?
[18] Raelin, Jonathan D., and Krista Bondy. "Putting the good back in good corporate governance: The presence and problems of double‐layered agency theory." Corporate Governance: An International Review 21.5 (2013): 420-435.
?
[19] Drennan, Lynn T., Allan McConnell, and Alastair Stark. Risk and crisis management in the public sector. Routledge, 2014.
?
[20] Sutton, Jeannette, and Kathleen Tierney. "Disaster preparedness: Concepts, guidance, and research." Colorado: University of Colorado 3.1 (2006).
?
[21] Adams, Renée B., Benjamin E. Hermalin, and Michael S. Weisbach. "The role of boards of directors in corporate governance: A conceptual framework and survey." Journal of economic literature 48.1 (2010): 58-107.
?
[22] Dulewicz, Victor, and Peter Herbert. "Does the composition and practice of boards of directors bear any relationship to the performance of their companies?." Corporate Governance: An International Review 12.3 (2004): 263-280.
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