3. Board of directors - key concepts
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Questions and Answers

Is the board of directors responsible for monitoring management performance and reducing agency costs?

True

Does the board of directors manage the company's day-to-day operations?

False

Are the legal duties of the board of directors owed to shareholders?

True

Does the chairman of the board set the agenda, schedule meetings, and coordinate the actions of committees?

<p>True</p> Signup and view all the answers

Do independent directors sometimes meet outside the presence of management for 'executive sessions'?

<p>True</p> Signup and view all the answers

Do board members rely on materials prepared by management when making decisions?

<p>True</p> Signup and view all the answers

Do board members spend an average of 20 hours per month on board matters?

<p>True</p> Signup and view all the answers

Can the board of directors make decisions via email 'meetings'?

<p>True</p> Signup and view all the answers

True or false: Strategy formulation includes leadership, vision, mission statements, and SWOT analysis.

<p>True</p> Signup and view all the answers

True or false: Policy-making involves ensuring corporate policies are adequate, including financial, employment, labor relations, and marketing policies.

<p>True</p> Signup and view all the answers

True or false: The conformance roles of the board encompass responsibilities for monitoring and supervising management, budgetary control systems, and accountability to avoid fraud and illegal activities.

<p>True</p> Signup and view all the answers

True or false: The most common board committees include audit, remuneration, and nomination committees.

<p>True</p> Signup and view all the answers

True or false: Directors with CEO-level experience may be busy, unavailable, or poor collaborators.

<p>True</p> Signup and view all the answers

True or false: Companies need directors with special expertise in areas such as research, development, production, turnarounds, and mergers and acquisitions.

<p>True</p> Signup and view all the answers

True or false: Professional directors serve on boards as their primary career and bring considerable experience and extensive networks.

<p>True</p> Signup and view all the answers

True or false: Director recruitment is a responsibility of the nominating/governance committee.

<p>True</p> Signup and view all the answers

True or false: Compensation for directors must be sufficient to attract, retain, and motivate qualified directors.

<p>True</p> Signup and view all the answers

True or false: Board evaluations may review the composition and skills of the board, meeting structure and process, and effectiveness in setting strategy.

<p>True</p> Signup and view all the answers

True or false: Directors may be removed for various reasons, but the process for removal is uncomplicated.

<p>False</p> Signup and view all the answers

True or false: The perfect board would ideally have a balance of expertise, diversity, effective communication, and a strong sense of accountability.

<p>True</p> Signup and view all the answers

True or false: The board of directors of a company should be involved in the day-to-day operations of the business.

<p>False</p> Signup and view all the answers

True or false: The business judgment rule protects board members from liability if they make reasonable decisions.

<p>True</p> Signup and view all the answers

True or false: The chairman of the board sets the agenda, schedules meetings, and coordinates the actions of committees.

<p>True</p> Signup and view all the answers

True or false: Board members spend an average of 20 hours per month on board matters.

<p>True</p> Signup and view all the answers

True or false: Boards in different countries have the same legal duties owed to shareholders.

<p>False</p> Signup and view all the answers

True or false: The board of directors can make decisions via email 'meetings'.

<p>True</p> Signup and view all the answers

True or false: Directors with CEO-level experience may be busy, unavailable, or poor collaborators.

<p>True</p> Signup and view all the answers

True or false: The responsibilities of the board are separate and distinct from those of management.

<p>True</p> Signup and view all the answers

True or false: Board committees are established to work less efficiently and the most common ones include audit, remuneration, and nomination committees.

<p>False</p> Signup and view all the answers

True or false: Active CEOs may always be available and excellent collaborators.

<p>False</p> Signup and view all the answers

True or false: Directors with CEO-level experience contribute solely to advisory functions and oversight.

<p>False</p> Signup and view all the answers

True or false: Director recruitment is not a responsibility of the nominating/governance committee.

<p>False</p> Signup and view all the answers

True or false: Board evaluations do not review director relations with management and shareholders.

<p>False</p> Signup and view all the answers

True or false: The process for removing directors is uncomplicated.

<p>False</p> Signup and view all the answers

True or false: Companies do not need directors with expertise in areas such as research, development, production, turnarounds, regulations, law, and mergers and acquisitions.

<p>False</p> Signup and view all the answers

True or false: Compensation for directors does not need to cover time spent on board matters and financial and reputational risk.

<p>False</p> Signup and view all the answers

True or false: Strategy formulation does not include SWOT analysis.

<p>False</p> Signup and view all the answers

True or false: Directors may not be removed due to retirement or reaching mandatory retirement age.

<p>False</p> Signup and view all the answers

True or false: The perfect board would ideally have a balance of expertise, diversity, and effective communication.

<p>True</p> Signup and view all the answers

True or false: Policy-making does not involve ensuring corporate policies are adequate, including financial, employment, labor relations, and marketing policies.

<p>False</p> Signup and view all the answers

True or false: The board of directors has a dual mandate of monitoring management performance and advisory consultation with management regarding strategic and operational direction of the company?

<p>True</p> Signup and view all the answers

True or false: The responsibilities of the board are separate and distinct from those of management, and the board does not manage the company?

<p>True</p> Signup and view all the answers

True or false: Legislation regulating company boards has the same legal duties owed to shareholders across all countries?

<p>False</p> Signup and view all the answers

True or false: The business judgment rule protects board members from liability if they make unreasonable decisions?

<p>False</p> Signup and view all the answers

True or false: Decisions of the board are made by the majority rule, with a common practice being to make a consensus decision without voting?

<p>True</p> Signup and view all the answers

True or false: Independent directors may meet outside the presence of management for 'executive sessions' as a common practice?

<p>True</p> Signup and view all the answers

True or false: The chairman of the board administers the board by setting the agenda, scheduling meetings, and coordinating the actions of committees?

<p>True</p> Signup and view all the answers

True or false: Directors with CEO-level experience may be busy, unavailable, or poor collaborators?

<p>True</p> Signup and view all the answers

True or false: The responsibilities of the board are separate and distinct from those of management.

<p>True</p> Signup and view all the answers

True or false: Directors with CEO-level experience may be busy, unavailable, or poor collaborators.

<p>True</p> Signup and view all the answers

True or false: The perfect board would ideally have a balance of expertise, diversity, effective communication, and a strong sense of accountability.

<p>True</p> Signup and view all the answers

True or false: Board committees are established to work less efficiently and the most common ones include audit, remuneration, and nomination committees.

<p>False</p> Signup and view all the answers

True or false: Directors may not be removed due to retirement or reaching mandatory retirement age.

<p>False</p> Signup and view all the answers

True or false: Compensation for directors does not need to cover time spent on board matters and financial and reputational risk.

<p>False</p> Signup and view all the answers

True or false: The conformance roles of the board encompass responsibilities for monitoring and supervising management, budgetary control systems, and accountability to avoid fraud and illegal activities.

<p>True</p> Signup and view all the answers

True or false: Strategy formulation includes leadership, vision, mission statements, and SWOT analysis.

<p>True</p> Signup and view all the answers

True or false: Director recruitment is a responsibility of the nominating/governance committee.

<p>True</p> Signup and view all the answers

True or false: Board evaluations do not review director relations with management and shareholders.

<p>False</p> Signup and view all the answers

True or false: The chairman of the board sets the agenda, schedules meetings, and coordinates the actions of committees.

<p>True</p> Signup and view all the answers

True or false: Companies need directors with special expertise in areas such as research, development, production, turnarounds, and mergers and acquisitions.

<p>True</p> Signup and view all the answers

Study Notes

Corporate Board Functions and Dynamics

  • Strategy formulation includes strategic management, leadership, vision, mission statements, long-range planning, and SWOT analysis.
  • Policy-making involves ensuring corporate policies are adequate, including financial, employment, labor relations, and marketing policies, as well as risk management and contingency plans.
  • The conformance roles of the board encompass responsibilities for monitoring and supervising management, budgetary control systems, and accountability to avoid fraud and illegal activities.
  • Board committees are established to work more efficiently and the most common ones include audit, remuneration, and nomination committees, as well as governance and compliance, corporate ethics, finance, and strategic planning committees.
  • Directors with CEO-level experience bring managerial, industry, and functional knowledge and contribute to advisory functions and oversight, but active CEOs may be busy, unavailable, or poor collaborators.
  • Companies need directors with special expertise in areas such as research, development, production, turnarounds, restructuring, regulations, law, and mergers and acquisitions.
  • Professional directors serve on boards as their primary career and bring considerable experience, extensive networks, and more time to dedicate to boardroom responsibilities.
  • Director recruitment is a responsibility of the nominating/governance committee, which identifies company needs, potential candidates, and ranks candidates in order of preference.
  • Compensation for directors must be sufficient to attract, retain, and motivate qualified directors, covering time spent on board matters and financial and reputational risk.
  • Board evaluations may review the composition and skills of the board, meeting structure and process, effectiveness in setting strategy, and director relations with each other, management, and shareholders.
  • Directors may be removed for various reasons, such as the need for new skills, retirement, reaching mandatory retirement age, or irresolvable disagreement, but the process for removal is complicated.
  • The perfect board would ideally have a balance of expertise, diversity, effective communication, and a strong sense of accountability, but achieving this ideal is challenging.

Corporate Board Functions and Dynamics

  • Strategy formulation includes strategic management, leadership, vision, mission statements, long-range planning, and SWOT analysis.
  • Policy-making involves ensuring corporate policies are adequate, including financial, employment, labor relations, and marketing policies, as well as risk management and contingency plans.
  • The conformance roles of the board encompass responsibilities for monitoring and supervising management, budgetary control systems, and accountability to avoid fraud and illegal activities.
  • Board committees are established to work more efficiently and the most common ones include audit, remuneration, and nomination committees, as well as governance and compliance, corporate ethics, finance, and strategic planning committees.
  • Directors with CEO-level experience bring managerial, industry, and functional knowledge and contribute to advisory functions and oversight, but active CEOs may be busy, unavailable, or poor collaborators.
  • Companies need directors with special expertise in areas such as research, development, production, turnarounds, restructuring, regulations, law, and mergers and acquisitions.
  • Professional directors serve on boards as their primary career and bring considerable experience, extensive networks, and more time to dedicate to boardroom responsibilities.
  • Director recruitment is a responsibility of the nominating/governance committee, which identifies company needs, potential candidates, and ranks candidates in order of preference.
  • Compensation for directors must be sufficient to attract, retain, and motivate qualified directors, covering time spent on board matters and financial and reputational risk.
  • Board evaluations may review the composition and skills of the board, meeting structure and process, effectiveness in setting strategy, and director relations with each other, management, and shareholders.
  • Directors may be removed for various reasons, such as the need for new skills, retirement, reaching mandatory retirement age, or irresolvable disagreement, but the process for removal is complicated.
  • The perfect board would ideally have a balance of expertise, diversity, effective communication, and a strong sense of accountability, but achieving this ideal is challenging.

Corporate Board Functions and Dynamics

  • Strategy formulation includes strategic management, leadership, vision, mission statements, long-range planning, and SWOT analysis.
  • Policy-making involves ensuring corporate policies are adequate, including financial, employment, labor relations, and marketing policies, as well as risk management and contingency plans.
  • The conformance roles of the board encompass responsibilities for monitoring and supervising management, budgetary control systems, and accountability to avoid fraud and illegal activities.
  • Board committees are established to work more efficiently and the most common ones include audit, remuneration, and nomination committees, as well as governance and compliance, corporate ethics, finance, and strategic planning committees.
  • Directors with CEO-level experience bring managerial, industry, and functional knowledge and contribute to advisory functions and oversight, but active CEOs may be busy, unavailable, or poor collaborators.
  • Companies need directors with special expertise in areas such as research, development, production, turnarounds, restructuring, regulations, law, and mergers and acquisitions.
  • Professional directors serve on boards as their primary career and bring considerable experience, extensive networks, and more time to dedicate to boardroom responsibilities.
  • Director recruitment is a responsibility of the nominating/governance committee, which identifies company needs, potential candidates, and ranks candidates in order of preference.
  • Compensation for directors must be sufficient to attract, retain, and motivate qualified directors, covering time spent on board matters and financial and reputational risk.
  • Board evaluations may review the composition and skills of the board, meeting structure and process, effectiveness in setting strategy, and director relations with each other, management, and shareholders.
  • Directors may be removed for various reasons, such as the need for new skills, retirement, reaching mandatory retirement age, or irresolvable disagreement, but the process for removal is complicated.
  • The perfect board would ideally have a balance of expertise, diversity, effective communication, and a strong sense of accountability, but achieving this ideal is challenging.

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Test your knowledge of corporate board functions and dynamics with this quiz. Explore topics such as strategy formulation, policy-making, conformance roles, board committees, director expertise, recruitment, compensation, evaluations, and board composition. See how well you understand the complexities of corporate governance and the responsibilities of board members.

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