And a bit more on BoD responsibilities and history....http://www.britannica.com/bcom/eb/article/0/0,5716,108720+11+106109,00.html?query=board%20of%20directors
The management structure of companies or corporations is more complex. The simplest is that envisaged by English, Belgian, Italian, and Scandinavian law, by which the shareholders of the company periodically elect a board of directors who collectively manage the company's affairs and reach decisions by a majority vote but also have the right to delegate any of their powers, or even the whole management of the company's business, to one or more of their number. Under this regime it is common for a managing director (directeur général, direttore generale) to be appointed, often with one or more assistant managing directors, and for the board of directors to authorize them to enter into all transactions needed for carrying on the company's business, subject only to the general supervision of the board and to its approval of particularly important measures, such as issuing shares or bonds or borrowing. The U.S. system is a development of this basic pattern. By the laws of most states it is obligatory for the board of directors elected periodically by the shareholders to appoint certain executive officers, such as the president, vice president, treasurer, and secretary. The latter two have no management powers and fulfill the administrative functions that in an English company are the concern of its secretary; but the president and in his absence the vice president have by law or by delegation from the board of directors the same full powers of day-to-day management as are exercised in practice by an English managing director. |
