Governing body (called the board) of an incorporated firm. Its members (directors) are elected normally by the subscribers (stockholders) of the firm (generally at an annual
general meeting or AGM) to
govern the firm and look after the subscribers' interests. The
board has the ultimate decision-making
authority and, in general, is empowered to (1) set the company's
policy, objectives, and overall direction, (2) adopt bylaws, (3) name members of the
advisory,
executive, finance, and other committees, (4)
hire,
monitor, evaluate, and
fire the
managing director and senior executives, (5) determine and pay the
dividend, and (6)
issue additional shares.
Though all its members might not be engaged in the company's day-to-day
operations, the entire board is
held liable (under the doctrine of collective responsibility) for the consequences of the firm's policies, actions, and failures to act. Members of the board usually include senior-most executives (called 'inside directors' or 'executive directors') as well as experts or respected persons chosen from the wider
community (called 'outside directors' or 'non-executive directors'). See also
corporate governance.