8.2 Powers and duties of directors

8.2 POWERS AND DUTIES OF DIRECTORS

Powers of directors

1. Decision-making: Directors have the power to make decisions on behalf of the company, including approving strategic plans, major investments, acquisitions, and financial transactions.
2. Appointment and removal: Directors have the power to appoint and remove key executives, such as the CEO or company secretary.
3. Delegation: Directors can delegate certain responsibilities to committees, executives, or employees of the company while retaining ultimate accountability.
4. Representation: Directors may represent the company in various capacities, including in legal proceedings, negotiations, and external relations.
5. Financial Management: Directors have the authority to manage the company’s finances, including approving budgets, financial statements, and dividend distributions.

Duties of directors

1. Fiduciary duties: Directors owe fiduciary duties to the company, which include the duty of care, duty of loyalty, and duty of good faith.
2. Compliance: Directors have a duty to ensure the company complies with applicable laws, regulations, and governance standards.
3. Strategic oversight: Directors are responsible for providing strategic oversight and guidance to the company’s management.
4. Risk management: Directors should identify and assess the risks faced by the company and implement appropriate risk management strategies and controls.
5. Accountability and reporting: Directors are accountable to the shareholders and other stakeholders of the company. They have a duty to provide accurate and timely financial and non-financial information to shareholders and regulatory authorities.