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Question
Justify the following statement:
Directors exercise their powers and authorities collectively as a Board.
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Solution
(i) Although the shareholders are the owners they cannot manage their company. Following the principle of democracy, they elect their representatives from amongst them, called the Directors, at the Annual General Meeting. They vest the Directors with the powers of managing the affairs of the company. Directors are the men of commercial skill and business tact. They are authorised by the shareholders to utilize the capital, acquire the assets, and appoint the personnel to conduct the affairs of the company for the benefit of the shareholders of the company.
(ii) The directors exercise their powers and take decisions collectively as a Board. They cannot exercise their powers and take decisions in their individual capacity. The Board of Directors is the policy-framing and decision-making organ of the company. As agents of the company, the directors must act within the scope of their authority and in the name of the principal, i.e. company. They would be personally liable if they take decisions in their own name and in their individual capacity. Their acts are not binding on the shareholders or on each other unless the Articles provide so.
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RELATED QUESTIONS
Select the correct answer from the option given below and rewrite the statement:
Every company except CFO and the small company shall hold minimum ______ Board Meetings in each year.
Match the pairs:
| Group ‘A’ | Group ‘B’ |
| a) Directors | 1) At least 2 Directors |
| b) Absenteeism of Director in Board Meetings | 2) At least 3 Directors |
| c) Public Company | 3) Disqualification of director |
| d) Private Company | 4) Representatives of shareholders |
| e) Notice of a Routine Board Meeting | 5) 21 clear days |
| 6) 7 days | |
| 7) 70 days | |
| 8) Representative of public | |
| 9) At least 20 directors | |
| 10) At least 30 directors |
Write a word or a term or a phrase which can substitute the following statement.
An employee of a company who provides guidance and advice to the Board of Director about business matters.
State whether the following statement is true or false:
A director can be removed before the expiry of his term.
State whether the following statement is true or false:
Directors act as trustees of the company.
State whether the following statement is true or false:
A director can remain absent for any number of Board Meetings.
Select the correct option from the bracket:
| Group A | Group B |
| Duty of directors | ______________ |
Attempt the following.
Draft the notice and agenda of routing board meeting.
Write a letter to the director who was absent for a board meeting to inform him about proceeding of the meeting.
Answer in brief:
Under what circumstances will a Secretary correspond with a Director?
Answer in brief:
What are the points to be considered by a secretary while corresponding with the directors?
Explain the following term/concept:
Notice and Agenda of the Board meeting
Explain the following term/concept:
Initiative
Explain the following term/concept:
Board of Directors.
Correct the underline word and rewrite the following statement:
Secretary is a elected representative of the shareholders.
Answer in one sentence:
When does a Director vacate his office due to absenteeism at Board Meeting?
