Board of directors

Board of TrusteesdirectorboardBoard of GovernorsCorporate directorboard memberCompany directorexecutive boardboards of directorsdirectors
A board of directors is a group of people who jointly supervise the activities of an organization, which can be either a for-profit business, nonprofit organization, or a government agency.wikipedia
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Corporate law

business lawcompany lawcorporate
Such a board's powers, duties, and responsibilities are determined by government regulations (including the jurisdiction's corporations law) and the organization's own constitution and bylaws.
Corporate law regulates how corporations, investors, shareholders, directors, employees, creditors, and other stakeholders such as consumers, the community, and the environment interact with one another.

Business

for-profitenterprisefirm
A board of directors is a group of people who jointly supervise the activities of an organization, which can be either a for-profit business, nonprofit organization, or a government agency.

Chairperson

ChairmanChairman of the Boardchair
Typically, the board chooses one of its members to be the chairman (often now called the "chair" or "chairperson"), who holds whatever title is specified in the by-laws or articles of association.
The chairperson (also chair, chairman, or chairwoman) is the presiding officer of an organized group such as a board, committee, or deliberative assembly.

Interlocking directorate

Corporate interlocksdirectorsinformal connections
This practice results in an interlocking directorate, where a relatively small number of individuals have significant influence over a large number of important entities.
Interlocking directorate refers to the practice of members of a corporate board of directors serving on the boards of multiple corporations.

Non-executive director

non-executiveDirectorindependent director
A non-executive director (abbreviated to non-exec, NED or NXD), independent director or external director is a member of the board of directors of a company or organisation, but not a member of the executive management team.

Shareholder

shareholdersstockholderstockholders
In a stock corporation, non-executive directors are voted for by the shareholders, with the board having ultimate responsibility for the management of the corporation.
The board of directors of a corporation generally governs a corporation for the benefit of shareholders.

Chief financial officer

CFOFinance DirectorChief Accounting Officer
The CFO typically reports to the chief executive officer (CEO) and the board of directors and may additionally have a seat on the board.

Quorum

call of the housequoratedelay the division
They may also specify how a quorum is to be determined.
In committees and boards, a quorum is a majority of the members of the board or committee unless provided otherwise.

Robert's Rules of Order

Robert's Rules of Order Newly RevisedRobert's RulesRoberts Rules of Order
Most organizations have adopted Robert's Rules of Order as its guide to supplement its own rules.
The types of deliberative assemblies are a mass meeting, a local assembly of an organized society (local club or local branch), a convention, a legislative body, and a board.

Nonprofit organization

non-profitnon-profit organizationnonprofit
A board of directors is a group of people who jointly supervise the activities of an organization, which can be either a for-profit business, nonprofit organization, or a government agency.
The organization may be controlled by its members who elect the board of directors, board of governors or board of trustees.

Executive compensation

executive paycompensation committeecompensation
In this capacity they establish policies and make decisions on issues such as whether there is dividend and how much it is, stock options distributed to employees, and the hiring/firing and compensation of upper management.
Executive pay is an important part of corporate governance, and is often determined by a company's board of directors.

National Association of Corporate Directors

NACDNACD Directorship
Some who are pushing for this standardization in the USA are the National Association of Corporate Directors, McKinsey and The Board Group.
In 2010, NACD acquired Directorship magazine, a magazine dedicated for today's corporate officers and board of directors.

Supervisory board

Aufsichtsratsupervisory committeeChairman of the Supervisory Board
In some European and Asian countries, there are two separate boards, an executive board for day-to-day business and a supervisory board (elected by the shareholders and employees) for supervising the executive board.
A supervisory board or supervisory committee, often called board of directors, is a group of individuals chosen by the stockholders of a company to promote their interests through the governance of the company and to hire and supervise the executive directors and CEO.

President (corporate title)

PresidentCo-Presidentcompany president
A typical example is a director who is president of a firm in a different industry.
In some organizations the president has the authority to hire staff and make financial decisions, while in others the president only makes recommendations to a board of directors, and still others the president has no executive powers and is mainly a spokesman for the organization.

Management

managerBusiness Managementmanagers
This ensures a distinction between management by the executive board and governance by the supervisory board and allows for clear lines of authority.
In most models of management and governance, shareholders vote for the board of directors, and the board then hires senior management.

By-law

bylawsbylawby-laws
Such a board's powers, duties, and responsibilities are determined by government regulations (including the jurisdiction's corporations law) and the organization's own constitution and bylaws. Typically, the board chooses one of its members to be the chairman (often now called the "chair" or "chairperson"), who holds whatever title is specified in the by-laws or articles of association.
It describes who can amend them (usually the membership, but it could be the organization's board of directors), how much notice is needed, and how much of a vote is needed.

Committee

standing committeeexecutive committeesteering committee
For publicly traded companies in the U.S., the directors which are available to vote on are largely selected by either the board as a whole or a nominating committee.
Central Committee was the common designation of a standing administrative body of communist parties, analogous to a board of directors, whether ruling or non-ruling in the 20th century and of surviving communist states in the 21st century.

Agenda (meeting)

agendaorder of businessagendas
The process for running a board, sometimes called the board process, includes the selection of board members, the setting of clear board objectives, the dissemination of documents or board package to the board members, the collaborative creation of an agenda for the meeting, the creation and follow-up of assigned action items, and the assessment of the board process through standardized assessments of board members, owners, and CEOs.

Articles of association

deed of settlementarticlesMemorandum and Articles of Association
Typically, the board chooses one of its members to be the chairman (often now called the "chair" or "chairperson"), who holds whatever title is specified in the by-laws or articles of association.
In corporate governance, a company's articles of association (AoA, called articles of incorporation in some jurisdictions) is a document which, along with the memorandum of association (in cases where the memorandum exists) form the company's constitution, defines the responsibilities of the directors, the kind of business to be undertaken, and the means by which the shareholders exert control over the board of directors.

Executive director

DirectorexecutiveED
An inside director who is employed as a manager or executive of the organization is sometimes referred to as an executive director (not to be confused with the title executive director sometimes used for the CEO position in some organizations).
The precise meanings of these terms are discussed in the board of directors article.

Dividend

dividendsstock dividendcash dividend
In this capacity they establish policies and make decisions on issues such as whether there is dividend and how much it is, stock options distributed to employees, and the hiring/firing and compensation of upper management.
A dividend that is declared must be approved by a company's board of directors before it is paid.

Stakeholder (corporate)

stakeholdersstakeholderstake
Inside directors represent the interests of the entity's stakeholders, and often have special knowledge of its inner workings, its financial or market position, and so on.

Governance

governedSeat of Governmentgoverning
This ensures a distinction between management by the executive board and governance by the supervisory board and allows for clear lines of authority.
For instance, a government may operate as a democracy where citizens vote on who should govern and the public good is the goal, while a non-profit organization or a corporation may be governed by a small board of directors and pursue more specific aims.

Shareholder rights plan

poison pillanti-takeover measurespoison pill provision
The study also shows that companies often improve their corporate governance by removing poison pills or classified boards and by reducing excessive CEO pay after their directors receive low shareholder support.
A shareholder rights plan, colloquially known as a "poison pill", is a type of defensive tactic used by a corporation's board of directors against a takeover.

Inside director

Executive Directors
In practice for publicly traded companies, the managers (inside directors) who are purportedly accountable to the board of directors have historically played a major role in selecting and nominating the directors who are voted on by the shareholders, in which case more "gray outsider directors" (independent directors with conflicts of interest) are nominated and elected.
An inside director is a member of the board of directors of a corporation who is also a member of the corporation's management, almost always a corporate officer.