Dictionary

Board of directors

“The group responsible for overseeing a company’s management, major decisions and long-term direction. How directors are chosen and what duties they have depend on the company and local law.”

Why board of directors matters to a first-time founder

This is the group that governs the company. It oversees management and decides the matters that the law or the constitution reserves to it. How directors are chosen, what they must do, and when they can be personally liable all change with the country and the type of company. In many new private companies the founders are the only directors. Skipping the paperwork does not switch those duties off.

Examples of board of directors

A private company in Singapore has three directors. The constitution lets any one of them commit the company up to SGD 20,000. A lease at SGD 80,000 needs a board decision. One founder, who is also a shareholder, wants to sign the lease alone. The shareholding does not stand in for the approval the constitution requires.

Common misunderstanding

A board of directors is not an advisory board, a circle of mentors, or another name for a board of trustees or governors. Advisers recommend. Directors decide, and they carry legal duties. They are not always elected at a large meeting. Private companies often appoint them under the constitution. Running a team does not make someone a director.

When to use it

Use the term for people formally appointed as directors of a company. Read the statute and the constitution that apply to your entity before you copy a US-style elected board. Minute the decisions your rules reserve to the board. If you only want outside advice, use an advisory arrangement and do not call those people directors.