Business Ethics and Corporate Governance, Second Edition

THE BOARD OF DIRECTORS

The board of directors of a company which includes all directors elected by shareholders to represent their interests is vested with the powers of management. The board has extensive powers to manage a company, delegate its power and authority to executives and carry on all activities to promote the interests of the company and its shareholders, subject to certain restrctions imposed by public authorities.

The board of directors of a company is authorized to exercise such powers and to perform all such acts and things as the company is entitled to. This means that the powers of the board of directors is co-extensive with those of the company subject to two conditions: (i) the board shall not do any act which is to be done ...