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More Responsibilities of the Board of Directors

Posted by Aaron Juckett on Mon, Oct 27, 2008
  
  
  
  

Last week we discussed and the Responsibilities of the Board of Directors. The National Association of Corporate Directors (NACD) discusses which duties must be performed by the full board and which duties can be delegated to a committee or management:

In many cases, yes, boards can delegate the above activities to others (such as a board committee, a management team, or an advisor) as long as they do so with care, loyalty, and good faith.

But note that state corporation statutes often
list actions to be performed by full boards alone (which may not be delegated to a committee). Actions which must be performed by the full board often include:

Many other board responsibilities can be delegated to committees. Duties that must be accomplished through either the full board or through a board committee, include:

In addition, under federal securities laws, directors are responsible for:

If you have or are responsible for a smaller company, you have probably noticed that some of the responsibilities we have discussed are not applicable to your situation. Nonetheless, I am sharing them in case they may apply to you in the future or for your information.


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