Election of Board Members – Organizational Issues You Can Face With

The powers, duties, responsibilities, and election of board members are determined by the government’s regulations and its own organization of the constitution and bylaws. These bodies may indicate the number of board members, the method of their election, and the frequency of meetings.

The Organizational Issues on Election of Board Members

The General Meeting of Shareholders has the highest competence in all matters concerning the Company regarding the establishment of restrictions regulated by the Articles of Association. Each share gives one vote at the General Meeting of Shareholders. The members of the Board of Directors and the auditor are elected by the General Meeting of Shareholders.

The Board of Directors is the highest level of management structure, the main functions of which are responsible for general and strategic management, as well as for decisions outside of day-to-day management, i.e. decisions of unusual or important nature. The Board of Directors will organize the proper organization of activities and ensure sufficient accounting and property management.

The Board occupies an intermediate position between the shareholders’ meeting and the administration headed by the Chief Executive Officer. It performs three main functions: the appointment of the administration, consideration, and adoption of important corporate decisions, control over the activities of the administration. Monitoring and managing project work is a process of monitoring, verifying, and regulating the implementation of project actions to achieve the objectives set by the project management plan.

The board usually consists of large shareholders, representatives of commercial and investment structures, and other financial organizations. The main task of the board is to protect the interests of shareholders. He must manage the corporation, ensuring its profitability and timely payment of dividends. Sanctions against the project manager for project failures can be justified only if the catastrophic changes were the result of his incompetence or miscalculations.

How Is a Board of Directors Appointed?

The Board is a body that protects the rights of shareholders and, within the competence defined by law and the Articles of Association, controls and regulates the activities of the Board of Directors. Nobody of the Company, except for the general meeting, has the right to give instructions to the supervisory board on the procedure for performing its functions and other issues of its activities.

The procedure of the Board of Directors appointment is quite simple:

  1. The Chairman of the Board of Directors chairs all shareholders’ meetings.
  2. In his or her absence, the Board of Directors may appoint any official to act as the chairperson of the meeting.
  3. The Secretary of the Company acts as the Secretary of all shareholders’ meetings; in his or her absence, the presiding officer may appoint any person to act as Secretary of the Assembly.

Along with management, the Board of Directors is also seen as motivators and leaders in their organizations. This name is also applicable to specific directors of various departments, such as the marketing, advertising, finance, human resources departments of the company. Project management is monitored throughout the life cycle and includes collection, measurement, and dissemination of performance information, performance appraisal to improve the process.

Other members of the Board of Directors support the CEO as their leader, help with advice, connections, and share experiences with him. Other directors may perform tasks assigned to them by the executive director. From a legal point of view, only the executive director is fully responsible for the company.