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CORPORATE GOVERNANCE Roles And Responsibilities Of Directors In Listed And Non-Listed Companies By Felix Owaga Okatch I n discussing roles and responsibilities of directors, it is important abinitio to define the word director. In the same circumstance also go a step further and explain its meaning in the realm of corporate governance. According to Oxford English dictionary, a director (s) is a person who directs or controls something. Is a member of management board of a commercial company. A person who directs a film etc. strategic planning are put in place. This is to ensure good implementation of set strategic plan. A director who is a member of board should ensure that the board acts on a fully informed basis, in good faith, ensuring due diligence and care are taken into account. He should strive to see the board apply high ethical standards and account for interests of stakeholders. In corporate governance circles, a director is seen as a member of the board. He derives his authority from the board and not in person. This means that a director as a person has no authority upon an association but has authority as a board. But in terms of liability, a director is jointly and severally liable. The roles of directors take many forms. In listed companies, various legislations and statutory guidelines do come into play. These do include special committees as may be determined by NSE, stock exchanges and other regulators. In the case of non-listed companies, some, by-laws and articles of association are variously set in place to guide roles of directors, boards of governors or council member or many more on case by case basis. In other words, director being a member of board should assist the board to ensure that corporate governance framework and A board member has a fiduciary duty and responsibility to an association where he serves as a board member. That is he/ As much as the board’s role is at the apex driv- ing policy and strategic plan, the ultimate re- sponsibility in a body corporate lies squarely on the shoulders of the board not employees. The board is jointly and severally liable if a company goes under. So a board is to blame, for overall action or inaction as far as a performance of an association is concerned. 86 MAL21/17 ISSUE she acts in good faith and is a trustee of stakeholders. As for responsibilities of board members, it is important to clarify three issues in the context of fiduciary duty. Fiduciary duty emphasizes the need for duty of care, duty of loyalty, and duty of obedience. Director/board is important for the ultimate direction of an organization. In the case of major commercial companies, a board is responsible for policy making while employees (manager, supervisors) are responsible for day to day implementation of the boards policy and strategic plans. However, in as much as the board’s role is at the apex driving policy and strategic plan, the ultimate responsibility in a body corporate lies squarely on the shoulders of the board not employees. The board is jointly and severally liable if a company goes under. So a board is to blame, for overall action or inaction as far as a performance of an association is concerned. A board can set up board committees. In this case a board delegates authority for some committee to act on behalf of the main board. The deliberations and resolutions of such committees may have some board members and technical staff from within or outside a company. At the end of it all, their recommendations are forwarded to a main board for ratification. In other words, board committees have no management authority except for