BLAW 101 Lecture Notes - Lecture 26: Santa Barbara City College, Business Judgment Rule
Document Summary
Directors- responsible for handling the corporation"s business. Senior managers- participate in/make decision, but are not directors. Company must act through the agency of others. Directors carry out day-to-day management of a company and s. 198a provides that the business of a company is managed by or under the direction of the directors . If more than one director, the board" will then appoint a ceo. Companies must also have a secretary responsible for book- keeping , drawing up agendas and organising meetings, ensuring compliance. Validity of acts of directors / secretary. Acts valid notwithstanding defect in appointment: s 201m. Director includes a person who is not validly appointed but acts as a director. Provide accountability to shareholders (though general meeting cannot override board) Carry out statutory functions (reports to general meeting) Care, skill and diligence (careful, persistence effort or work) Duty to act in good faith and in the interest of company.
