LAW 3102 Lecture 29: Lec 29 BOD
Law 3102
BOD: acts as a unit @ regularly scheduled meetings
individual directors have no power or authority
unlike officers, directors are not agents of corp
- hence why u can be in multiple positions
must be a quorum for board to act(majority)
privately (small, family owned, fb before they went big)
board members are involved in mgt
publicly held: bigger scale
BOD less likely to be involved
they just elect CEO, CFO, and those manage
outside vs inside
public:
directors can be officers, employees, or shareholders
if they are wearing both hats (stakeholders & CFO)
inside directors: already inside corp and are a director
outside directors w/ no business w/ corp are unaffiliated directors
ex) a lawyer for a firm working on FISER
we want u to be on the board
you are still an affiliated director bc of business contact
if u have outside directors
-they will be more honest, and care more of shareholders bc they are less
biased
Sarbanes Oxley
-audit committee must be independent according to the Act
Dodd- Frank Act requirement that financial institutions create separate risk board of
directors committee
