Directors’ liability and shareholders protection

Board of directors governs all business corporations. Directors are not agents of the corporation as characterized by some people since of individual director can act in a way bind the corporation but the board collectively can bind the corporation. The number of directors in an organization is subject to statutory limitations with this number having been historically set as three directors. However, this has been revised with the Revised Model Business Corporation Act Section 8.01 allowing for corporations with less than fifty employees to eliminate the board of directors as noted by  Al-Salloum (2011). Directors have the role of management in a corporation performing various responsibilities that include the declaration of the dividends to be paid to the shareholders and authorize for major corporate policy and financial decisions. Directors appoint, supervise and remove corporate officers and managerial employees and determine their compensation.

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