Board Of Directors Essay

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Types of Board of directors.

There are two types of board of directors. The first type called one- tier board system which used by British and American companies. This one- tier type depends on mix of outside and inside directors also called non-executive and executive directors. The main function of the board is to strategically plan and determine the business policy to achieve the companies’ main goals. Accordingly, the main management’s function is to implement what had been determined by the board of directors. All board members whether they are executive or non-executive board member are appointed by shareholders. The shareholders also have the authority to remove and re-assign any board member due to severe low performance or any critical …show more content…

This system is used by European companies in which there is a two tier board namely, the management board and the supervisory board. The supervisory board is appointed by the shareholders and in some companies the supervisory board members could be elected by employees However; the management board is elected and appointed by the supervisory board. The main function of the supervisory board is to elect, monitor and dismiss management members based on performance, misconduct or any reason for restricting in favor of companies interests and accordingly shareholders’ interests.
Another function of the supervisory board is to represent the company in all affairs in addition to approving the annual accounting and can interfere in case of arising any critical activities and management behavior that may seriously affect the companies’ interests.

Banks and companies in Islamic world used a unique system . The board of directors whether they are executive and non executive in addition to another supervisory board called Shari’a Supervisory board. The main functions of the Islamic Supervisory Shari’a board (SSB) are summarized as follows (Banaga et al., 1994):

• To issue a unbiased opinion as per Islamic Shariaa law to the banks’ management and to any other stakeholder party …show more content…

In order to guarantee such freedom a number of elements should be taken into consideration to construct a healthy and independent Shari’a supervisory board. These elements are:

• SSB members are not reporting to the board of directors however they are reporting to the shareholders. Accordingly they could be considered as non executive members reporting to the shareholders.
• As a result of the above, the SSB members should be elected by the shareholders in the annual general assembly meeting.
• The general assembly determines the SSB remuneration and compensation not the board of directors.
• The legitimate of control body of SSB has as authority and power as auditors.

There is some criticism regarding the independency of Shariaa board .One of them is the remuneration that paid to the SSB from the financial institutions or shareholders of the financial institution may raise a conflict of interest and consequently it may affect their independency. This criticism has been confirmed by Banaga et al. (1994), who found out that some Sharia board member may approve a doubtful operation to avoid any pressure that may arise from shareholders and satisfy their needs and accordingly remain active in the board. This action may lead another Islamic financial institution to follow and imitate

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