Tamilnadu Samacheer Kalvi 12th Commerce Notes Chapter 27 Company Management Notes
→ The group of human beings who undertake the responsibility to run the business of the company are known as Board of Directors and the members of the Board individually called as Director.
→ The person one who takes active interest in the well being of a company and one of the Members of Board of Directors is called as Director of a company.
→ Every Public company shall have a minimum of 3 directors, in the case of private company the minimum director is 2 and one director in the case of a one person company.
→ The definition of the term Key Managerial Personnel is contained in Section 2(51) of the Companies Act, 2013. This Section states: (i) the Chief Executive Officer (if) the Managing Director (Hi) the Company Secretary; (iv) the Whole-time Director; (v) the Chief Financial Officer
→ Types of Directors as per Companies Act 2013: (/) Residential Director (ii) Independent Director (iii) Small Shareholders Directors (iv) Nominee Director (v) Women Director (vi) Additional Directors (vii) Alternate Directors (viii) Shadow Director
→ Legal Position of Director: Director as agents, Directors as Managing Partner, Director as trustees, Directors as employees, Directors as officers.
→ Appointment of Directors under Companies Act 2013:
“First directors” mean those directors who hold office from the date of incorporation of the company.
→ The board can appoint additional directors, if permitted by the Articles of association.
→ The Board of directors must be authorised by its articles for the appointment of alternate director.
→ A director nominated by any financial institution or by government or by any agreement is called as Nominee director.
→ Any Individual can be appointed as Additional Director by a company.
→ In general, a director shall possess appropriate skills, experience and knowledge in the fields of finance, law, management, sales, marketing etc.
→ A director can be removed from his office before the expiry of his term by (i) the shareholders (ii) the central government (iii) the company law board
→ A Public Company can pay remuneration to its directors including Managing Director and Whole-time Directors, and its managers, which shall not exceed 11% of the net profit of the company.