Directors

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Posted by r2d2 02/28/2009 @ 11:01

Tags : directors, cinema, entertainment, directors

News headlines
Second Longtime Director Resigns at Bank of America - New York Times
By LOUISE STORY A longtime director at Bank of America resigned on Friday, the latest in a series of changes on the company's board. O. Temple Sloan, 70, had served on the bank's board for 13 years, much of it as the lead director, giving him influence...
Inventor of Heelys and cousin resign as company directors - Dallas Morning News
By SHERYL JEAN / The Dallas Morning News Once again Heelys Inc. has been thrown into turmoil with the sudden resignation this week of two of its directors, including the inventor of the wheeled shoes for kids. Inventor Roger Adams and Richard...
Emory Univ. Licensing Associate Named New Executive Director of ... - GenomeWeb Daily News
Jennifer Moore has been named the new executive director of Southeast BIO, also known as SEBIO, a public/private partnership formed in 1999 to promote the growth of the life sciences in the Southeast. Moore succeeds Stephanie Adams, who served as...
Fight Over Target Directors Nears End - Wall Street Journal
Mr. Ackman, whose Pershing Square Capital Management LP owns a 7.8% stake in Target stock and options, has waged an aggressive campaign to seat a slate of five dissident directors, including him, on the Target board. In a series of public forums and a...
DAC athletic directors say no to Minot - Daily Mail - Charleston
AP DICKINSON, ND (AP) - Athletic directors in the NAIA's Dakota Athletic Conference say Minot State should not be eligible for league titles and awards because the school wants to leave the league for in NCAA Division II. The athletic directors want...
Chemed Corporation Stockholders Elect Company's Director Nominees ... - WELT ONLINE
Stockholders of Chemed Corporation (NYSE:CHE) today elected all of the Company's Board of Director nominees, including nine incumbent directors and two new directors, Ernest J. Mrozek and Thomas P. Rice, at the Company's Annual Meeting of Stockholders....
the Peak of Proxy Season - New York Times
On Thursday, Target shareholders will be trooping up to Waukesha, Wis., to vote on the election of directors at their annual meeting. This will be the culmination of the biggest proxy fight this year and the most expensive of all time,...
Home Depot Directors Elected;Co Proposal On Special Mtgs OK'd - CNNMoney.com
Home Depot Inc. (HD) shareholders elected all seven board-nominated directors to one-year terms and approved a company proposal to allow shareholders to call special meetings. At the annual meeting in Atlanta , broadcast on the Internet,...
Memphis, Kentucky Athletic Directors Bungle John Calipari Situation - FanHouse
Lost amid the kerfuffle overtaking John Calipari, Memphis, and Kentucky is the question that everyone should be asking: Is your average athletic director smart enough to handle their job given the intense pressure and attention that now descends upon...
aig's search for new CEO led by director Dammerman - Reuters
He is one of several new directors appointed in recent months. The board is expected to have more new faces soon, with five other directors due to be elected at AIG's annual meeting next month, nominated by trustees of the government's stake of nearly...

Directors' duties

Directors' duties are a central part of corporate law and corporate governance and describe which obligations people owe to companies by virtue of their position as directors. Because directors exercise control and management over the company, but companies are run (in theory at least) for the benefit of the shareholders, the law imposes strict duties on directors in relation to the exercise of their duties. The duties imposed upon directors are fiduciary duties, similar in nature to those that the law imposes on those in similar positions of trust: agents and trustees.

Directors are also strictly charged to exercise their powers only for a proper purpose. For instance, were a director to issue a large number of new shares, not for the purposes of raising capital but in order to defeat a potential takeover bid, that would be an improper purpose.

However, in many jurisdictions the members of the company are permitted to ratify transactions which would otherwise fall foul of this principle. It is also largely accepted in most jurisdictions that this principle should be capable of being abrogated in the company's constitution.

Directors must exercise their powers for a proper purpose. While in many instances an improper purpose is readily evident, such as a director looking to feather his or her own nest or divert an investment opportunity to a relative, such breaches usually involve a breach of the director's duty to act in good faith. Greater difficulties arise where the director, while acting in good faith, is serving a purpose that is not regarded by the law as proper.

The seminal authority in relation to what amounts to a proper purpose is the Privy Council decision of Howard Smith Ltd v. Ampol Ltd. The case concerned the power of the directors to issue new shares. It was alleged that the directors had issued a large number of new shares purely to deprive a particular shareholder of his voting majority. An argument that the power to issue shares could only be properly exercised to raise new capital was rejected as too narrow, and it was held that it would be a proper exercise of the director's powers to issue shares to a larger company to ensure the financial stability of the company, or as part of an agreement to exploit mineral rights owned by the company. If so, the mere fact that an incidental result (even if it was a desired consequence) was that a shareholder lost his majority, or a takeover bid was defeated, this would not itself make the share issue improper. But if the sole purpose was to destroy a voting majority, or block a takeover bid, that would be an improper purpose.

Not all jurisdictions recognised the "proper purpose" duty as separate from the "good faith" duty however.

This represents a considerable departure from the traditional notion that directors' duties are owed only to the company. Previously in the United Kingdom, under the Companies Act 1985, protections for non-member stakeholders were considerably more limited (see e.g. s.309 which permitted directors to take into account the interests of employees but which could only be enforced by the shareholders and not by the employees themselves. The changes have therefore been the subject of some criticism. Directors must act honestly and in bona fide. The test is a subjective one—the directors must act in "good faith in what they consider—not what the court may consider—is in the interests of the company..." However, the directors may still be held to have failed in this duty where they fail to direct their minds to the question of whether in fact a transaction was in the best interests of the company.

Directors cannot, without the consent of the company, fetter their discretion in relation to the exercise of their powers, and cannot bind themselves to vote in a particular way at future board meetings. This is so even if there is no improper motive or purpose, and no personal advantage to the director.

This does not mean, however, that the board cannot agree to the company entering into a contract which binds the company to a certain course, even if certain actions in that course will require further board approval. The company remains bound, but the directors retain the discretion to vote against taking the future actions (although that may involve a breach by the company of the contract that the board previously approved).

However, this decision was based firmly in the older notions (see above) that prevailed at the time as to the mode of corporate decision making, and effective control residing in the shareholders; if they elected and put up with an incompetent decision maker, they should not have recourse to complain.

This was a dual subjective and objective test, and one deliberately pitched at a higher level.

More recently, it has been suggested that both the tests of skill and diligence should be assessed objectively and subjectively; in the United Kingdom the statutory provisions relating to directors' duties in the new Companies Act 2006 have been codified on this basis. More recently, it has been suggested that both the tests of skill and diligence should be assessed objectively and subjectively and in the United Kingdom the statutory provisions in the new Companies Act 2006 reflect this.

As fiduciaries, the directors may not put themselves in a position where their interests and duties conflict with the duties that they owe to the company. The law takes the view that good faith must not only be done, but must be manifestly seen to be done, and zealously patrols the conduct of directors in this regard; and will not allow directors to escape liability by asserting that his decision was in fact well founded. Traditionally, the law has divided conflicts of duty and interest into three sub-categories.

However, in many jurisdictions the members of the company are permitted to ratify transactions which would otherwise fall foul of this principle. It is also largely accepted in most jurisdictions that this principle should be capable of being abrogated in the company's constitution.

In many countries there is also a statutory duty to declare interests in relation to any transactions, and the director can be fined for failing to make disclosure.

Directors must not, without the informed consent of the company, use for their own profit the company's assets, opportunities, or information. This prohibition is much less flexible than the prohibition against the transactions with the company, and attempts to circumvent it using provisions in the articles have met with limited success.

And accordingly, the directors were required to disgorge the profits that they made, and the shareholders received their windfall.

The decision has been followed in several subsequent cases, and is now regarded as settled law.

Directors cannot, clearly, compete directly with the company without a conflict of interests arising. Similarly, they should not act as directors of competing companies, as their duties to each company would then conflict with each other.

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Board of directors

A board's activities are determined by the powers, duties, and responsibilities delegated to it or conferred on it by an authority outside itself. These matters are typically detailed in the organization's bylaws. The bylaws commonly also specify the number of members of the board, how they are to be chosen, and when they are to meet.

In an organization with voting members, e.g. a professional society, the board acts on behalf of, and is subordinate to, the organization's full assembly, which usually chooses the members of the board. In a stock corporation, the board is elected by the stockholders and is the highest authority in the management of the corporation. In a nonstock corporation with no general voting membership, e.g. a university, the board is the supreme governing body of the institution.

The legal responsibilities of boards and board members vary with the nature of the organization, and with the jurisdiction within which it operates. For public corporations, these responsibilities are typically much more rigorous and complex than for those of other types.

Typically the board chooses one of its members to be the chair or chairperson of the board of directors, traditionally also called chairman or chairwoman.

Theoretically, the control of a company is divided between two bodies: the board of directors, and the shareholders in general meeting. In practice, the amount of power exercised by the board varies with the type of company. In small private companies, the directors and the shareholders will normally be the same people, and thus there is no real division of power. In large public companies, the board tends to exercise more of a supervisory role, and individual responsibility and management tends to be delegated downward to individual professional executive directors (such as a finance director or a marketing director) who deal with particular areas of the company's affairs.

Another feature of boards of directors in large public companies is that the board tends to have more de facto power. Between the practice of institutional shareholders (such as pension funds and banks) granting proxies to the board to vote their shares at general meetings and the large numbers of shareholders involved, the board can comprise a voting bloc that is difficult to overcome. However, there have been moves recently to try to increase shareholder activism amongst both institutional investors and individuals with small shareholdings. A board-only organization is one whose board is self-appointed, rather than being accountable to a base of members through elections; or in which the powers of the membership are extremely limited.

It is worth noting that in most cases, serving on a board is not a career unto itself. Inside directors are not usually paid for sitting on a board in its own right, but the duty is instead considered part of their larger job description. Outside directors on a board likewise are frequently unpaid for their services and sit on the board as a volunteer in addition to their other jobs.

A board of directors is a group of people elected by the owners of a business entity who have decision-making authority, voting authority, and specific responsibilities which in each case is separate and distinct from the authority and responsibilities of owners and managers of the business entity. The precise name for this group of individuals depends on the law under which the business entity is formed.

Directors are the members of a board of directors. Directors must be individuals. Directors can be owners, managers, or any other individual elected by the owners of the business entity. Directors who are owners and/or managers are sometimes referred to as inside directors, insiders or interested directors. Directors who are managers are sometimes referred to as executive directors. Directors who are not owners or managers are sometimes referred to as outside directors, outsiders, disinterested directors, independent directors, or non-executive directors.

Boards of directors are sometimes compared to an advisory board or board of advisors (advisory group). An advisory group is a group of people selected (but not elected) by the person wanting advice. An advisory group has no decision-making authority, no voting authority, and no responsibility. An advisory group does not replace a board of directors; in other words, a board of directors continues to have authority and responsibility even with an advisory group.

The role and responsibilities of a board of directors vary depending on the nature and type of business entity and the laws applying to the entity (see types of business entity). For example, the nature of the business entity may be one that is traded on a public market (public company), not traded on a public market (a private, limited or closely held company), owned by family members (a family business), or exempt from income taxes (a non-profit, not for profit, or tax-exempt entity). There are numerous type of business entities available throughout the world such as a corporation, limited liability company, cooperative, business trust, partnership, private limited company, and public limited company.

Much of what has been written about boards of directors relate to boards of directors of business entities actively traded on public markets. More recently, however, material is becoming available for boards of private and closely held businesses including family businesses.

The development of a separate board of directors to manage the company has occurred incrementally and indefinitely over legal history. Until the end of the nineteenth century, it seems to have been generally assumed that the general meeting (of all shareholders) was the supreme organ of the company, and the board of directors was merely an agent of the company subject to the control of the shareholders in general meeting.

The new approach did not secure immediate approval, but it was endorsed by the House of Lords in Quin & Artens v Salmon AC 442 and has since received general acceptance. Under English law, successive versions of Table A have reinforced the norm that, unless the directors are acting contrary to the law or the provisions of the Articles, the powers of conducting the management and affairs of the company are vested in them.

It has been remarked that this development in the law was somewhat surprising at the time, as the relevant provisions in Table A (as it was then) seemed to contradict this approach rather than to endorse it.

In most legal systems, the appointment and removal of directors is voted upon by the shareholders in general meeting.

Directors may also leave office by resignation or death. In some legal systems, directors may also be removed by a resolution of the remaining directors (in some countries they may only do so "with cause"; in others the power is unrestricted).

Some jurisdictions also permit the board of directors to appoint directors, either to fill a vacancy which arises on resignation or death, or as an addition to the existing directors.

In practice, it can be quite difficult to remove a director by a resolution in general meeting. In many legal systems the director has a right to receive special notice of any resolution to remove him; the company must often supply a copy of the proposal to the director, who is usually entitled to be heard by the meeting. The director may require the company to circulate any representations that he wishes to make. Furthermore, the director's contract of service will usually entitle him to compensation if he is removed, and may often include a generous "golden parachute" which also acts as a deterrent to removal.

The exercise by the board of directors of its powers usually occurs in meetings. Most legal systems provide that sufficient notice has to be given to all directors of these meetings, and that a quorum must be present before any business may be conducted. Usually a meeting which is held without notice having been given is still valid so long as all of the directors attend, but it has been held that a failure to give notice may negate resolutions passed at a meeting, as the persuasive oratory of a minority of directors might have persuaded the majority to change their minds and vote otherwise.

In most common law countries, the powers of the board are vested in the board as a whole, and not in the individual directors. However, in instances an individual director may still bind the company by his acts by virtue of his ostensible authority (see also: the rule in Turquand's Case).

Because directors exercise control and management over the company, but companies are run (in theory at least) for the benefit of the shareholders, the law imposes strict duties on directors in relation to the exercise of their duties. The duties imposed upon directors are fiduciary duties, similar in nature to those that the law imposes on those in similar positions of trust: agents and trustees.

Directors must act honestly and in bona fide. The test is a subjective one—the directors must act in "good faith in what they consider—not what the court may consider—is in the interests of the company..." However, the directors may still be held to have failed in this duty where they fail to direct their minds to the question of whether in fact a transaction was in the best interests of the company.

Directors must exercise their powers for a proper purpose. While in many instances an improper purpose is readily evident, such as a director looking to feather his or her own nest or divert an investment opportunity to a relative, such breaches usually involve a breach of the director's duty to act in good faith. Greater difficulties arise where the director, while acting in good faith, is serving a purpose that is not regarded by the law as proper.

The seminal authority in relation to what amounts to a proper purpose is the Privy Council decision of Howard Smith Ltd v Ampol Ltd AC 832. The case concerned the power of the directors to issue new shares. It was alleged that the directors had issued a large number of new shares purely to deprive a particular shareholder of his voting majority. An argument that the power to issue shares could only be properly exercised to raise new capital was rejected as too narrow, and it was held that it would be a proper exercise of the director's powers to issue shares to a larger company to ensure the financial stability of the company, or as part of an agreement to exploit mineral rights owned by the company. If so, the mere fact that an incidental result (even if it was a desired consequence) was that a shareholder lost his majority, or a takeover bid was defeated, this would not itself make the share issue improper. But if the sole purpose was to destroy a voting majority, or block a takeover bid, that would be an improper purpose.

Not all jurisdictions recognised the "proper purpose" duty as separate from the "good faith" duty however.

Directors cannot, without the consent of the company, fetter their discretion in relation to the exercise of their powers, and cannot bind themselves to vote in a particular way at future board meetings. This is so even if there is no improper motive or purpose, and no personal advantage to the director.

This does not mean, however, that the board cannot agree to the company entering into a contract which binds the company to a certain course, even if certain actions in that course will require further board approval. The company remains bound, but the directors retain the discretion to vote against taking the future actions (although that may involve a breach by the company of the contract that the board previously approved).

As fiduciaries, the directors may not put themselves in a position where their interests and duties conflict with the duties that they owe to the company. The law takes the view that good faith must not only be done, but must be manifestly seen to be done, and zealously patrols the conduct of directors in this regard; and will not allow directors to escape liability by asserting that his decision was in fact well founded. Traditionally, the law has divided conflicts of duty and interest into three sub-categories.

However, in many jurisdictions the members of the company are permitted to ratify transactions which would otherwise fall foul of this principle. It is also largely accepted in most jurisdictions that this principle should be capable of being abrogated in the company's constitution.

In many countries there is also a statutory duty to declare interests in relation to any transactions, and the director can be fined for failing to make disclosure.

Directors must not, without the informed consent of the company, use for their own profit the company's assets, opportunities, or information. This prohibition is much less flexible than the prohibition against the transactions with the company, and attempts to circumvent it using provisions in the articles have met with limited success.

And accordingly, the directors were required to disgorge the profits that they made, and the shareholders received their windfall.

The decision has been followed in several subsequent cases, and is now regarded as settled law.

Directors cannot, clearly, compete directly with the company without a conflict of interests arising. Similarly, they should not act as directors of competing companies, as their duties to each company would then conflict with each other.

However, this decision was based firmly in the older notions (see above) that prevailed at the time as to the mode of corporate decision making, and effective control residing in the shareholders; if they elected and put up with an incompetent decision maker, they should not have recourse to complain.

This was a dual subjective and objective test, and one deliberately pitched at a higher level.

More recently, it has been suggested that both the tests of skill and diligence should be assessed objectively and subjectively; in the United Kingdom the statutory provisions relating to directors' duties in the new Companies Act 2006 have been codified on this basis. More recently, it has been suggested that both the tests of skill and diligence should be assessed objectively and subjectively and in the United Kingdom the statutory provisions in the new Companies Act 2006 reflect this.

This represents a considerable departure from the traditional notion that directors' duties are owed only to the company. Previously in the United Kingdom, under the Companies Act 1985, protections for non-member stakeholders were considerably more limited (see e.g. s.309 which permitted directors to take into account the interests of employees but which could only be enforced by the shareholders and not by the employees themselves. The changes have therefore been the subject of some criticism.

Because of this, the role of boards in corporate governance, and how to improve their oversight capability, has been examined carefully in recent years, and new legislation in a number of jurisdictions, and an increased focus on the topic by boards themselves, has seen changes implemented to try and improve their performance.

In the United States, the Sarbanes-Oxley Act (SOX) has introduced new standards of accountability on the board of directors for U.S. companies or companies listed on U.S. stock exchanges. Under the Act members of the board risk large fines and prison sentences in the case of accounting crimes. Internal control is now the direct responsibility of directors. This means that the vast majority of public companies now have hired internal auditors to ensure that the company adheres to the highest standards of internal controls. Additionally, these internal auditors are required by law to report directly to the audit board. This group consists of board of directors members where more than half of the members are outside the company and one of those members outside the company is an accounting expert.

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East India Company directors

The following list of East India Company directors is taken from the “Alphabetical List of Directors of the East India Company from 1758 to 1858”, compiled by C.H. & D. Philips and published in the Journal of the Royal Asiatic Society, October 1941.

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Directors Guild of America Award

The Directors Guild of America Awards are issued annually by the Directors Guild of America. The first DGA Award was an "Honorary Life Member" award issued in 1938 to D.W. Griffith.

The DGA award for "Outstanding Directorial Achievement in Motion Pictures" was first awarded in 1949 to Joseph L. Mankiewicz for A Letter to Three Wives.

The DGA Award for Feature Film has traditionally been a near perfect barometer for the Best Director Academy Award. Only six times since the DGA Award's inception has the DGA Award winner not won the Academy Award; in 1968 (Carol Reed won the Oscar for directing Oliver!); 1972 (Bob Fosse won the Oscar for directing Cabaret); 1985 (Sydney Pollack won the Oscar for directing Out of Africa); 1995 (Mel Gibson won for directing Braveheart); 2000 (Steven Soderbergh won the Oscar for directing Traffic); and 2002 (Roman Polanski won the Oscar for directing The Pianist).

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British East India Company directors

The following list of East India Company directors is taken from the “Alphabetical List of Directors of the East India Company from 1758 to 1858”, compiled by C.H. & D. Philips and published in the Journal of the Royal Asiatic Society, October 1941.

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Directors Guild of America

image:Dga-logo.png

Directors Guild of America (DGA) is the labor union which represents the interests of film and television directors in the United States motion picture industry. Founded as the Screen Directors Guild in 1936, the group became the DGA in 1960.

As a union that seeks to organize an individual profession, rather than multiple professions across an industry, the DGA is a craft union. It represents directors, assistant directors, stage managers, and production associates in television, and directors, assistant directors, unit production managers, technical coordinators, and location managers (New York & Chicago only) in film as well as similar positions in television commercials production.

The Guild has various training programs whereby successful applicants are placed in various productions and can gain experience working in the film or television industry.

As of 2005, the guild had about 13,000 members. The DGA headquarters are located on Sunset Boulevard in Hollywood, with satellite offices in New York and Chicago.

The agreements signed between the Guild and film production companies make various stipulations covering pay and working conditions for Guild members, and require that all those employed in the relevant fields on a film made by that company are Guild members. Guild members are generally prevented from working for companies that have not signed an agreement with the DGA. This sometimes leads production companies which have no such agreement to form new companies, purely for the purpose of making a particular film, which do then sign an agreement with the DGA.

Not all Hollywood directors are DGA members. Notable directors such as George Lucas, Quentin Tarantino, and Robert Rodriguez have refused membership or resigned from the guild over specific differences. Those who aren't members of the guild are unable to direct for the larger movie studios, which are signatories to the guild's agreements that all directors must be guild members.

Other than wages and basic working condition the DGA has a particular role in protecting the creative rights of the film director. Such protections that the guild provides include defining the director's role, guarding the key concept of "one director to a picture" and the right to prepare a director's cut or edit. Generally each of these protections is to help offset the power that producers can have over a director during the filmmaking process. The Guild is also notable for having blocked the attempts of non-DGA members from participating in directing various projects, notably stopping Quentin Tarantino from directing an episode of the X-Files entitled 'Never Again'.

The rule that a film can only have one single director, adopted to avoid producers and actors lobbying for a director's credit, is strongly defended by the DGA and is only waived for recognized directorial teams (as determined by the DGA) such as the Wachowski Brothers, Hughes Brothers, Brothers Strause, and the Coen Brothers. The Coens for years divided credit, with Ethan taking producing credit, Joel taking directing credit, and both of them sharing the writing credit (even though the two of them shared all three duties between themselves) until The Ladykillers. For instance, the DGA would not recognize Robert Rodriguez and Frank Miller as a directorial "team" for Sin City, which resulted in Rodriguez quitting the DGA so that Miller would receive director's credit.

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Source : Wikipedia