Home > Uncategorized > Director’s One-Page 15 Commandments & Board Duties

Director’s One-Page 15 Commandments & Board Duties

Director’s One-Page 15 Commandments & Board Duties

David Tate, Esq.

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Broadly speaking, a director’s duty is being a
member of the board which is responsible for oversight of the entity’s
processes, functions and activities pertaining to strategy,
governance/tone-at-the-top, risk, compliance and talent/succession.

-Act with integrity and honesty, and without self-dealing, and require that of others.

-Act in the manner that you believe is best for the company or organization and its shareholders, and require that of others.

-Be heard, and speak your mind and conscience, with appropriate demeanor.

-Be a leader, by example.

-Vote your mind and conscience in keeping with these commandments.

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-Know your responsibilities, and make sure other people are in agreement about your responsibilities.

-Exercise active and inquiring diligence and follow-up in accomplishing your responsibilities.

-Possess and acquire the knowledge that you need to accomplish your responsibilities.

-Timely talk with the people and acquire the information that you need to make your decisions.

-Rely on other people including information provided by other people (1) only if you believe those people are reliable and competent in the matters that they are addressing, (2) only if your reliance is in good faith, after reasonable inquiry as warranted by the circumstances, and (3) you do not have knowledge that would cause reliance to be unwarranted.

-Ask people broadly: “What else do you know that I should also know?”

-Have available and put in the time that you need to accomplish your responsibilities.

-Make informed decisions.

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-Put together, communicate and follow-up on the agenda issues and topics that you believe are important and need to be addressed, in keeping with the company’s or organization’s mission.

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-Do not subordinate the above to contrary actions or positions.

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