The board's key purpose is to ensure the company's prosperity by collectively directing the company's affairs, whilst meeting the appropriate interests of its shareholders and stakeholders. The objects of the company are defined in the Memorandum of Association and regulations are laid out in the Articles of Association.
Appointment of directors
The ultimate control as to the composition of the board of directors rests with the shareholders, who can always appoint, and – more importantly, sometimes – dismiss a director. The shareholders can also fix the minimum and maximum number of directors. However, the board can usually appoint (but not dismiss) a director to his office as well. A director may be dismissed from office by a majority vote of the shareholders, provided that a special procedure is followed. The procedure is complex, and legal advice will always be required.
Role of the board of directors
Boards can be helped greatly by focusing on four key areas: Establish vision, mission and values • Determine the company's vision and mission to guide and set the pace for its current operations and future development. • • • Determine the values to be promoted throughout the company. Determine and review company goals. Determine company policies
Set strategy and structure • Review and evaluate present and future opportunities, threats and risks in the external environment and current and future strengths, weaknesses and risks relating to the company. • • • Determine strategic options, select those to be pursued, and decide the means to implement and support them. Determine the business strategies and plans that underpin the corporate strategy. Ensure that the company's organisational structure and capability are appropriate for implementing the chosen strategies.
Delegate to management • Delegate authority to management, and monitor and evaluate the implementation of policies, strategies and...