The however, subject to the respect of the

The board of directors jointly exercises its powers to determine the company’s policy and supervise its implementation. The CEO of a company is however invested with the widest power to act in name of the company. Those powers are, however, subject to the respect of the company’s purpose and to the powers reserved to shareholders’ meetings and to the board of directors.The board of directors have the right to delegate some of its power to any individual (usually the CEO) for one or more than one particular issue. The board of directors can create several committees to examine and give non-binding opinion on definite matters.

The board of directors determines composition and attributions of any committee that undertake its task under the board of directors’ responsibility. Afep-Medef Code recommends that the listed companies create an audit, nomination and remuneration committees.Director is responsible to act within powers this means that the director should comply with the company’s law and decisions made under the law and to put into effect the powers only for the reasons for which they were given. Directors must act in a manner to ensure the financial stability of the company. The director is responsible to attend the board meetings. Even if any of the directors is not present, he or she will be liable for the decisions that might prove harmful to company or any other third party. The directors must keep the privacy of the board meetings and they must act for the best interest of the corporation. Director can be held responsible for the breaches towards the company and/or third parties like:breaches of laws and regulations, breaches in the articles of association or mismanagement.

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Director should exercise reasonable skill, care and judgement. This means that a director should be diligent, careful and very well informed about the company’s affairs. Also If a director has particular knowledge, skill or experience relevant to his role (for instance, he/she is a qualified accountant and acting as a finance director), the expectations regarding his role will be judged according to that.Company directors can even be accused of theft and fraud if they misuse corporate power or pay fictitious dividends or present a rosy picture of the corporate accounts.

In the event of Company going bankrupt, the directors can be ordered to pay off all or the part of debt.


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