RESPONSIBILITIES OF DIRECTORS

Most companies contain in their Articles a clause similar to the following:

"Subject to the provisions of the Companies Acts, the Memorandum and the articles and to any directions given by Special Resolution, the business of the Company shall be managed by the Directors who may exercise all the powers of the Company."

This responsibility is given to the Board of directors as a whole. It is therefore most important that Board Meetings be held periodically so that directors can discharge their responsibility to control the Company's overall situation, strategy and policy, and to monitor the exercise of any delegated authority, and so that individual directors can report upon their particular areas of responsibility.

The Articles will usually state that the directors have the authority to regulate their own proceedings as they see fit and in particular to delegate their authority to individual directors, to committees of directors or to agents. In the case of charities the authority to delegate responsibility is quite closely restricted - the Charity Commission usually requires a company's Articles to prescribe that decision making must always remain with the Board of Directors as a whole and that only executive tasks may be delegated.

Individual directors have only those powers which have been given to them by the Board. Such authority need not be specific or in writing and may be inferred from past practice or from particular titles such as Finance Director or Managing Director. The Board as a whole remains responsible for actions carried out by its authority and it should therefore ensure that executive authority is only granted to appropriate persons and that adequate reporting systems enable it to maintain overall control.

RESPONSIBILITIES OF THE CHAIR

The Chair's particular duties relate to meetings at which he or she presides.

Every meeting must have a Chair. The Chair's duties are to ensure that the meeting is conducted in such a way that the business for which it was convened it properly attended to. This includes preserving order and ensuring that the meeting does not get bogged down and thereby does not have time to conclude its business; on the other hand the Chair must ensure that all those entitled to do so may express their views and that the decisions taken by the meeting adequately reflect the views of the meeting as a whole.

The Chair will also very often decide upon the Agenda and may sign off the Minutes on his or her own authority.

The Chair's authority and responsibility in connection with meetings means that his or her position is one of great influence even though in theory the Chair has little greater power than any other director.

The Chair also has considerable authority outside meetings because, more than any other director, he or she is seen as the spokesperson for the Board and the Company.

The Chair may, like any other director be given additional authority either by the Articles of Association, or by a specific decision of the Board, or by accepted custom and practice. Such additional authority will vary from company to company and in particular will depend upon whether the person is an executive or a non-executive director.

RESPONSIBILITIES OF THE DEPUTY CHAIR

All the responsibilities and authority of the Chair may, in his or her absence, devolve upon a Deputy Chair.

However, irrespective of the Chair's presence or absence, the title of Deputy Chair confers upon its holder considerable influence and status.

The Deputy Chair may also be given particular responsibilities and authority by the Articles or by the Board.

RESPONSIBILITIES OF THE HONORARY TREASURER

As described above individual directors have only those powers which have been given to them by the Board, but some powers may be_ inferred from particular titles. An Honorary Treasurer is, by definition, a non-executive director and is not therefore expected to be responsible for detailed accountancy matters to the same extent as an executive Finance Director. Nevertheless there is a natural inference that the Honorary Treasurer will have particular authority and responsibility for accounting and financial matters.

Like any other director the Honorary Treasurer may also be given additional specific authority and responsibilities.