CHAPTER 5

Governance of the Business

The Board of Directors

In the United States, officers of the corporation must be elected, and an annual meeting with recorded notes is required. It is a requirement to establish a board of directors (BOD) when creating a new corporation. The directors have the responsibility and authority of providing effective oversight of the corporation. They have the obligation and responsibility to hire and terminate the CEO and the TMT. The purpose of the board is to provide a system of checks and balances to ensure oversight, help provide accountability, and make recommendations to the TMT. A BOD is not like a board of advisors who merely provide advice, when the BOD makes recommendations, the management must comply. ...

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