In corporations with dispersed ownership, the identification and nomination of directors are often done by the Corporate board itself, leading to a high degree of self-perpetuation.
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In corporations with dispersed ownership, the identification and nomination of directors are often done by the Corporate board itself, leading to a high degree of self-perpetuation.
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Typically, the Corporate board chooses one of its members to be the chairman, who holds whatever title is specified in the by-laws or articles of association.
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An outside director is a member of the Corporate board who is not otherwise employed by or engaged with the organization, and does not represent any of its stakeholders.
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Board-only organization is one whose Corporate 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.
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The amount of powers and authority delegated to the Corporate board depend on the bylaws and rules of the particular organization.
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In large public companies, the Corporate board tends to exercise more of a supervisory role, and individual responsibility and management tends to be delegated downward to individual professional executives who deal with particular areas of the company's affairs.
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For major corporations, the Corporate board members are usually professionals or leaders in their field.
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The OECD Principles are intended to be sufficiently general to apply to whatever Corporate board structure is charged with the functions of governing the enterprise and monitoring management.
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In most common law countries, the powers of the Corporate board are vested in the Corporate board as a whole, and not in the individual directors.
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Corporate board remains bound, but the directors retain the discretion to vote against taking the future actions .
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The internal auditors are required by law to report directly to an audit Corporate board, consisting of directors more than half of whom are outside directors, one of whom is a "financial expert".
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