...Introduction The nomination and election of a board of directors is a critical event for an organization. Selecting the right individuals to comprise the board that will provide adequate oversight and ensure alignment of management to that of shareholders and stakeholders best interests is vital to the success of the company. This paper explores how boards are formed, how individuals become part of boards, the type of individuals that should comprise a board, CEO duality and the advantages and disadvantages of having non-executive board members. How Boards are formed When forming a board of directors the c-suite should see the board and its members as a strategic partner rather than as a necessary requirement a corporation must have. The initial question that must be answered when considering forming a board of directors is what type of board does your organization need and select appropriate board leadership that meets the needs of your organization. In forming a board of directors many things must be taken into consideration such as the composition of the board, the number of board members, committee structure, roles and responsibilities, evaluation metrics for board performance and meeting frequency. Each of these elements will lead to the success of the board creating a strong platform for corporate governance. How do individuals become part of the Board of directors (Methods / Process)? In Canada upon incorporation of a company the incorporator...
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...Facilitate/Preside Over Meetings • Chairmen are required to "chair," or facilitate and preside over, company board meetings. More specifically, a chairman is expected to determine the agenda of the meeting at hand, encourage discussion and participation from all directors and board members and relay pertinent information regarding current events within or pertaining to the company. A chairman is also expected to point issue discussions and debates toward a consensus stance, upon which the majority of the board agree, and which can therefore be acted upon for the expected benefit of the company or organization. Organizing The Board • For productive meetings to take place, the board in question needs to consist of an effective balance of members in regards to the board members' ages, work experience and personalities. This organizational or compositional process is ongoing; as a person carries on in their role of chairman, they will find that board members will either leave of their own volition or will need to be replaced. Additionally, a chairman needs to involve directors already on the board to mentor new directors who are new to their position. • Spokesperson/Representative • Depending on the company or organization, the scope and frequency of public relations duties for a chairman may range from practically nonexistent to major responsibility. The spokesperson responsibilities of a chairman generally involve relaying the mission statement of the company or organization...
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...Memorandum To: Board of Directors From: Date: 3/1/15 Re: Corporate Culture Purpose Due to recent issues involving your last CEO I recommend you evaluate and clearly define the role of the board of directors as well as the roll of the CEO. The role of the board is to ensure that your organization is accomplishing its mission by developing policies that guide the operation of organization and by monitoring the finances of the organization. Role and Authority of Board Member and/or Board Officer The Board needs to be focused on governance of the organization, which is accomplished through policies. Responsibilities of a Board Member • SELECT THE EXECUTIVE DIRECTOR • Support the Executive and review his or her performance • Ensure effective organizational planning • Track progress toward meeting the results defined by the strategic plan • Provide for the availability of adequate resources • Oversee the effective management of resources Code of Conduct Chief Executive officers and Managing Directors should be responsible for setting the tone for ethical conduct for the company and ethical conduct should be made known to all employees. Recommendations: • Top management needs to consistently set the tone as they will be held accountable when something goes wrong, all employee’s need to know their responsibilities and to be ethical in their conduct. • Communicate, communicate, and communicate. Communication is key and discussions are...
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...11/06/2012 Destination Management Plan: IACC internal board structure and terms of reference Introduction Put simply by Visit Wales, destination management is “…coordinating all the activities and services which impact on the visitor and their enjoyment of a destination”. Effective, quality destination management requires the involvement of all stakeholders through clear communication and transparent decision-making. In particular, this requires pro-active engagement between the three key partners: the local authority as destination managers, the private sector as the service providers and the North Wales Regional Tourism Partnership (TPNW), acting on behalf of Visit Wales. It also requires the involvement of a range of other parties with an interest in tourism, subject to local circumstances. There also needs to be a clear structure, terms of reference and lines of communication within the private and public sector partners/groups. There is no formally prescribed model for partnership working in destinations within or between the sectors. Different arrangements are being made in different areas and the local situation might require a tailored solution(s). It will be important to be flexible and adapt any model as experience dictates. The local authority’s role and structure in the context of the DMP The local authority comprises a large number of departments, most of which involve or have a bearing on the tourism sector. These are listed below with their tourism links...
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...Board of Directors Responsibilities The general public has pressured the government to demand accountability in the corporate world. The public worries that the inside board members may use their positions for personal gain. The outside board members are lacking enthusiasm and knowledge to do a decent job at monitoring top management. The role of the Board of Directors has become more organized and efficient, through laws and standards, than in the past. (Wheelen & Hunger, 2010) Laws and standards are different for each country. The United States has a different approach. The U.S. has requirements for each state where the corporate charter is issued. There is an agreement through worldwide consensus that there should be key responsibilities for the board members. (Wheelen & Hunger, 2010) The following duties, listed in the order of importance, are: Setting corporate strategy, overall direction, mission or vision; hiring and firing the CEO and top management; controlling, monitoring, or supervising top management; reviewing and approving the use of resources, and caring for the shareholder interests. (Wheelen & Hunger, 2010, p. 45) The National Association of Corporate Directors performed a survey with U.S. CEOs. The four most prominent issues the survey describes are as follows: Corporate performance, CEO Succession, strategic planning, and corporate governance. (Wheelen & Hunger, 2010, p. 46) The U.S. Corporation manages the laws of the state in which it is incorporated...
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...THE CORPORATION CODE OF THE PHILIPPINES [Batas Pambansa Blg. 68] TITLE III BOARD OF DIRECTORS/TRUSTEES/OFFICERS Sec. 23. The board of directors or trustees. Sec. 24. Election of directors or trustees. - At all elections of directors or trustees, there must be present, either in person or by representative authorized to act by written proxy, the owners of a majority of the outstanding capital stock, or if there be no capital stock, a majority of the members entitled to vote. The election must be by ballot if requested by any voting stockholder or member. In stock corporations, every stockholder entitled to vote shall have the right to vote in person or by proxy the number of shares of stock standing, at the time fixed in the by-laws, in his own name on the stock books of the corporation, or where the by-laws are silent, at the time of the election; and said stockholder may vote such number of shares for as many persons as there are directors to be elected or he may cumulate said shares and give one candidate as many votes as the number of directors to be elected multiplied by the number of his shares shall equal, or he may distribute them on the same principle among as many candidates as he shall see fit: Provided, That the total number of votes cast by him shall not exceed the number of shares owned by him as shown in the books of the corporation multiplied by the whole number of directors to be elected: Provided, however, That no delinquent stock shall be voted. Unless...
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...Operational Management – The Board of Directors is responsible for approving the Compliance Management Plan and is ultimately responsible for the effectiveness of company-wide compliance and associated systems of control. The Board has delegated responsibility for providing Board-level oversight about credit, operational, and financial risks to the Audit Committee, which consists of at least three Board members. The Chief Risk Officer (Terry McCoy) and appropriate representatives from specific business units and other members of the executive leadership team also attend Audit Committee meetings when the Audit Committee deems appropriate. The Audit Committee is chaired by one of the Board members selected by the other two Board members serving...
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...The Role of Board of Regents and Board of Trustees in Higher Education Name Institution Affiliation The Role of Board of Regents and Board of Trustees in Higher Education This essay intends to discuss the role of the Board of Regents and those of the Board of Trustees. Both phrases refer to higher education governing boards. The Board of Trustees is the most common term. Universities and colleges in the United States of America are managed by boards of trustees, regents, or other correspondingly titled entities. With regard to their place in the ordered structure, such boards are comparable to the Boards of directors in companies and corporations. America’s higher education is exclusive in its dependence on boards of regents or trustees to provide guidance and oversight to the country’s universities and colleges. The board of regents or Trustees, therefore, ensures that the mission of the institution is attained (New York State Education Department, 2010). Nonprofit, independent, and public universities and colleges employ the board format for their administrating structure. The board of Regents or Trustees, in its totality, acts as the legal the owner of the institution’s assets. It receives funds, and allocates them to meet the needs of the institution. Moreover, the board has the role of preserving assets, guaranteeing liquidity for projected needs and keeping alive a purchase potential of investable assets. The board is also expected to acquire a reasonable return from a...
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...Who is on the Board of Directors A corporation consists of low-level management, middle management, top management, a board of directors, and the shareholders. The board of directors oversee the top management (which oversee the middle and low-level management) with the agreement of the shareholders. According to Wheelen & Hunger, the board of directors are responsible for setting the corporate strategy, overall direction, mission, or vision; the hiring and firing of the CEO and top management; the controlling, monitoring, or supervising of top management; reviewing and approving the use of resources; and caring for shareholder interests (2012, pg. 45). To become a board member, you should have experience in the business field or a specific function within the organization. There are inside directors which are usually top management or executives of the organization. However, outside directors can also gain seats on the board; these board members can be on the board of another organization, but they are not employed under the board's corporation, they are high level executives of other corporations. Having the right number of inside and outside directors on the board depends on the side you are asking. Some believe that having to many “insiders” on the board may start to drive the corporation in the wrong direction, in the direction of personal gains. On the other hand, some believe having o many outsiders on the board could be both good and bad. Wheelen...
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...Board of Directors Analysis Assignment: 1. Select a startup that you deem to be innovative 2. Identify the board of directors 3. Analyze the board of directors Response: For this week’s assignment I am going to examine the Board of Director’s at a startup company called Curbside. By their own definition, Curbside is an app that allows you to find and buy products available at nearby retail stores. When your order is ready to pick up, we notify you. Drive to the store, park at our kiosk outside the retailer and we will load your purchases into your car. We turn any retail store into an efficient shopping experience. The current Board of Directors for Curbside is: * Jaron Waldman – Founder and CEO of Curbside. Jaron is a two-time entrepreneur with his first startup, Placebase, acquired by Apple in 2009. Jaron has experience leads enterprise level engineering and software development teams. * Jerry Yang – Founding Partner at AME Cloud Ventures. Jerry is famously known for founding Yahoo with David Filo. Jerry has a Ph.D. in Electrical Engineering from Stanford University and it widely regarded as a brilliant technologist. * Mike Volpi – Partner at Index Ventures. Prior to venture capital, Mike was a senior executive with Cisco where he was responsible for corporate strategy, business development and alliances. Mike also holds an MBA from Stanford. * James Walker – Founder and CEO of Inadco, a mobile ad tech startup based in Palo Also...
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...Final Project: Generative Boards and the Technology of Participation Shane Engel Lead 510 Board Management Prof. Liz Shear University of San Diego Board Development Plan: Mission Center of HOPE "I tell you the truth, unless you change and become like little children, you will never enter the kingdom of heaven. Therefore, whoever humbles himself like this child is the greatest in the kingdom of heaven.” - Jesus of Nazareth Jesus of Nazareth called everyone to be like children, to humble themselves and change. It is simplistic in its call, but profound in its meaning. To be like a child means that you are teachable, thirsty for knowledge, non-threatened, free from power or position, quick to forgive, flexible, easy to change, humble and free to explore. The same can said of a board member working out of a “generative mindset.” A child like heart is inquisitive, pure and full of wonder. Give a child a kaleidoscope and they are immediately fascinated, filled with wonder and amazement. Creating a dynamic governing board can and should be filled with this same type of humility, wonder and excitement that is bound in the heart of a child. This paper seeks to define and explore the ways generative governance can instill a greater sense of purpose, a child like wonder, humility and learning into our organizations today. These principles of generative thinking will be applied to the Mission Center of HOPE...
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...| | | | | Board of Directors | Age | | | Which directors are the CEOs of other companies? | John E. McGlade | 56 | 4 years | Insider | CEO of Air Product and Chemicals | Susan K. Carter | 52 | Less than 1 year | Insider | | Mario L. Baeza | 59 | 12 years | Outsider | CEO at Baeza & Co., LLCCEO of TCW/Latin America Partners, LLC | | | | | | William L. Davis, III | 67 | 6 years | Outsider | Former CEO of R.R. Donnelley & Sons Company | Chadwick C. (Chad) Deaton | 58 | 1 year | Outsider | CEO of Baker Hughes Incorporated | Michael J. Donahue | 52 | 10 years | Outsider | | Ursula O. Fairbairn | 67 | 13 years | Outsider | CEO of Fairbairn Group LLC | W. Douglas Ford | 66 | 8 years | Outsider | CEO of Refining & Marketing of BP Amoco PLC | Edward E. Hagenlocker | 71 | 14 years | Outsider | | Evert Henkes | 67 | 5 years | Outsider | Former CEO of Shell Chemicals Ltd. | Margaret G. McGlynn | 51 | 6 years | Outsider | | Lawrence S. Smith | 63 | 7 years | Outsider | | There are currently 12 members in Board of Directors in the newest update. Carter is the newest member in the Board of Directors in 2011. Out of 12 members, four directors are the CEOS of other companies, which contribute a proportion of 33% (One-Third) None of directors have any special connections to the firm (as suppliers, clients, customers….) Do any of the directors have large stockholdings (5% or more) or represent those who do? There is NO directors have...
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...Usher Board Negotiations Andre Toliver HR595 Negotiation Skills Professor: Douglas Buck October 16, 2011 CONTENTS Overview of Organization…………….………………………………..………………............3-4 Executive Summary…………………….…………………………………..……………….….5-7 An Analysis of the Data Collected and an Identified Training Need………………..….…….. 7-8 The Training/Intervention Strategy to Address the Need………..…….…………………...….9-11 The Training Cost Quantified………………….……………………………………….…….11-13 The Training Evaluation…………………………………….………………………………..13-14 Conclusion………………………………………………….…………………………..….…….15 References…………………………………………………….……………………………….…16 Proposal Overview This proposal will address the scheduling of usher duties and responsibilities that are required. Service to the church is very important and it comes with responsibilities that are church oriented with service to the church community (Schoeder, 1997). The importance of usher membership and their responsiblities to the church has a definite substantial impact in meeting the needs of people and in keeping the church service running smoothly (Parrott, 2002). As a body, there are about 40 to 50 usher members who have different schedules to be available for working usher time periods. Of this group, 27 of them are very experienced, 15 are teenagers, and 8 are junior ushers. Some of them want to change their schedule usher hours to make their personal lives away from the church more manageable and convienent. Others want to change scheduled...
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...Board of Directors Apple the corporation that opened the market with the greatest phone technology ever created. “The board of directors, there has the obligation to approve all decisions that might affect the long-term performance of the corporation. This means that the corporation is fundamentally governed by the board of directors overseeing top management, with the concurrence of the shareholders”(Wheelen, T. L, pg.43) The Board of directors has the responsibility to “1. Effective board leadership including the processes, makeup and output of the board 2. Strategy of the organization 3. Risk vs. initiative and the overall risk profile of the organization 4. Succession planning for the board and top management team 5. Sustainability.” (Wheelen, T. L, pg.44) Within every Board of directors there are inside directors and outside directors. Inside directors are “sometimes called management directors but are typically officers or executive employed by the corporation”(Wheelen, T. L, pg.46). An outside director are sometimes called non-management directors or may be executive of other firms but are not employees of the boards corporation”(Wheelen, T. L, pg.46). Apples board of directors has individuals with so much experience through out the world. There are 8 members of the board and I would like to share a brief summary of each person. Arthur D. Levinson ph. D. is the non-executive chairman of the board, which makes him an outside director. “Levinson has been a co-lead...
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...IMPROVING THE EFFECTIVENESS OF CORPORATE BOARDS The primary purpose of for-profit companies is to maximize the return on shareholder’s investment. In instances where ownership of a company and control of said company are separate, shareholders employ directors as the primary monitoring mechanism. In other words, the role of corporate boards is to monitor executive management to make sure that they manage the company in a way that maximizes shareholder value by managing the company with their best interests in mind. The scandals of Enron, Tyco International, WorldCom, and others cost investors billions of dollars and shook investor confidence in the nation’s stock markets. The global economy plunged into a recession in 2008 partly because large banks took unprecedented risks and overleveraged themselves when they invested in collateralized debt obligations (CDOs) and credit default swaps - the repayment of which was only possible if the housing market continued to increase in value. As a result of the high profile corporate scandals at the beginning of the millennium and the economic recession, experts are beginning to explore new ways to improve the effectiveness of corporate boards. According to Nicola Faith Sharpe, Associate Professor of Law at The University of Illinois College of Law, “history has shown that the scholarly and regulatory focus on board composition and structure is a dangerously incomplete solution to the problems that have caused recent corporate failures...
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