Board constitution and its powers Board composition; Restriction and Powers of Board; Board Committees — Audit Committee, Nomination and Remuneration Committee, Stakeholder relationship Committee and other Committees

When a society in Navi Mumbai sells a part of its land or a builder's company decides to borrow crores, someone has to decide, and the paper that records the decision is a Board resolution. But can the Board sell everything the company owns on its own say-so? And who checks the accounts when the directors themselves are the ones running the business? The Companies Act answers both questions: it gives the Board wide powers, fences off the dangerous ones, and creates smaller committees of directors to watch over specific risks.

In two minutes

The Board exercises all the company's powers except those the Act reserves to members (s.179(1)); ten named powers must be exercised at Board meetings (s.179(3)); four big decisions need a special resolution (s.180); and committees such as Audit, Nomination and Remuneration and Stakeholders Relationship supervise the Board's own conduct (ss.177–178).

The rest of this chapter

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