Some jurisdictions also permit the board of directors to appoint directors,either to fill a vacancy which arises on resignation or death,or as an addition to the existing directors.
In practice,it can be quite difficult to remove a director by a resolution in general meeting.In many legal systems the director has a right to receive special notice of any resolution to remove him;the company must often supply a copy of the proposal to the director,who is usually entitled to be heard by the meeting.The director may require the company to circulate any representations that he wishes to make.Furthermore,the director’s contract of service will usually entitle him to compensation if he is removed,and may often include a generous”golden parachute”which also acts as a deterrent to removal.
Exercise of powers
The exercise by the board of directors of its powers usually occurs in meetings.Most legal systems provide that sufficient notice has to be given to all directors of these meetings,and that a quorum must be present before any business may be conducted.Usually a meeting which is held without notice having been given is still valid SO long as all of the directors attend,but it has been held that a failure to give notice may negate resolutions passed at a meeting,as the persuasive oratory of a minority of directors might have persuaded the majority to change their minds and vote otherwise.
In most common law countries,the powers of the board are vested in the board as a whole,and not in the individual directors.However,in instances an individual director may still bind the company by his acts by virtue of his ostensible authority.
Duties
Because directors exercise control and management over the company,but companies are run(in theory at least)for the benefit of the shareholders,the law imposes strict duties on directors in relation to the exercise of their duties.The duties imposed upon directors are fiduciary duties,similar in nature to those that the law imposes on those in similar positions of trust:agents and trustees.
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