ROLE OF THE BOARD OF DIRECTORS

Dr. AbdelGadir Warsama Ghalib

In relation to all companies, incorporated according to the Commercial Companies Law, the responsibilities of the Chairman and other members of the Board of Directors are enormous and diversified. The law, in this respect, applies to all types of companies conducting business, particularly the Public Joint Stock Companies (either open or closed).

The Chairman and other Directors shall join forces and they have to work together as a team, using all their mental, professional and physical efforts. The Chairman is the head of the team and he is required to do his homework like all other members, provided, however, that he could in certain circumstances delegate some of his duties to his deputy or other members in his team.

The Chairman of the Board of Directors, as mentioned shall guide, direct and lead the team. He is, always, supposed to play the role of the "maestro" while other Directors shall play harmoniously, the role of members of the band. In fact, the harmonious joint efforts of the team play a pivotal role, which will determine the future direction and position of the company.

The prosperity and progress of each company depends, to a great extent on the skillfulness and abilities of the spear-head team taking the lead with pride. As a matter of fact, a general look, around all successful companies normally shows us the active presence of great and energetic leaders navigating their companies towards success.

Legally speaking, the Board of Directors shall assume all the necessary authority to perform and undertake the objects of the company as stipulated in the Articles of Association of the company. Whatever the objects of the company, the Board of Directors shall make sure that they have been attended-to carefully and performed appropriately to the full satisfaction of the shareholders.

As an exception to this rule the Commercial Companies Law and the Articles of Association of the company, may, however, provide that some objects of the company are to be execlusively implemented or performed by the general assembly of the shareholders. In other words, some of the acts are to be out of the scope of duties of the Board of Directors because they are given or passed-over to the shareholders.

This indicates that the performance of the objects of the company is shared between the shareholders and the members of the Board of Directors, and the latter (the Board of Directors) shall in all cases perform their duties to the satisfaction of the shareholders of the company. This appears and is understood from the law, which provides that the annual general assembly of the shareholders shall issue a special resolution stating their clear satisfaction regarding the performance of the Board of Directors. This special “resolution” stands, as a certificate of good conduct and good behavior…

Even though the law divides the responsibilities between the shareholders and the Board of Directors, nevertheless, and in fact, everything in most important strategic cases is mostly prepared, discussed and managed by the Board of Directors of the company.

In this connection, we have to clearly state that the Board of Directors normally lay down the strategy for the company and the general policy to be followed by the company. However, the executive management of the company shall undertake the day-to-day work and activities of the company.

n other words, the Board of Directors undertake the policy issues while the executive management shall execute and implement such policy to the satisfaction of the Board of Directors. The Board of Directors of the company is legally, as explained above, supposed to undertake certain duties for which they are questionable and also paid for by the company. The Chairman of the Board, is always, the legal representative of the company to all other 3rd parties. Arole, that needs special attention and care…

to be continued…