Board of Directors

Posted by Aaron Juckett, CPA, CPC, QPA, QKA on Mon, Apr 25, 2011
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The Board of Directors are part of the ESOP Corporate Governance process.


The Board is selected by and accountable to the Shareholders to govern the company and is the highest level of management in the company.


The Board is governed by state law and the articles and bylaws. They have a fiduciary obligation to the Shareholders of the company.


The Board has many duties, including a duty of care to act prudently, a duty of loyalty to act in good faith and in the interests of the company, and a duty of obedience to remain faithful to the purpose of the company.


Primary responsibilities of the Board include the following:

  • Growing shareholder value.

  • Governing to ensure the company is achieving its legal purpose and strategic and financial objectives. Approving a corporate mission. Reviewing strategic and business plans.

  • Appointing, compensating, monitoring, evaluating, and advising the CEO and senior management.

  • Planning for succession. (The Board and Succession Planning)

  • Managing risk. (e.g. The Board of Directors' Role in Overseeing Tax Risk and Tax Strategies)

  • Evaluating and approving transactions from a corporate and shareholder perspective.

  • Amending the corporate documents.

  • Appointing the Trustee.

Topics: ESOP Corporate Governance, ESOP, employee stock ownership plan

Aaron Juckett, CPA, CPC, QPA, QKA
Written by Aaron Juckett, CPA, CPC, QPA, QKA

Aaron is President and Founder of ESOP Partners and provides implementation, administration, and consulting services to hundreds of companies. He is a member of The ESOP Association (TEA) and the National Center for Employee Ownership (NCEO).

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