Board of Directors in Corporate Governance study

Based on A.de Kluyer (2009), I note the following discussion agenda on the topic of Board of Directors in Corporate Governance:

1. The legal framework on Board of Directors' responsibilities
• in good faith
• reasonably believes
• best interests of the corporation
• care
• person in a like position
• under similar circumstances
2. A governance perspective on board of directors' role
3. A contingency perspective on board of directors' role:
• Contingency factors: the nature of the company, industry, competitive situation, presence of special circumstances, e.g. hostile takeover and a corporate crisis
4. Focus on governance, not management
• Governance guidelines
• Director qualification standards
• Director responsibilities
• Director access to management and, if necessary, to independent advisors
• Director compensation
• Director orientation and continuing education
5. Trends as related to Board of Directors
• On board size
• On board membership
• On director independence
6. On board leadership
• Separate chairman and CEO position, or not?
7. Board committees and director compensation
• The audit committee
• The nominating committee
• The compensation committee
• Director compensation

Related note:

Referencess

1. A.de. Kluyer, C. (2009) A Primer on Corporate Governance, Business Expert Press. [Chapter 3: The Board of Directors]
2. On agency theory: http://www.youtube.com/watch?v=uzS3F8MgbK0&feature=relmfu