ABSTRACT

This chapter considers the following issues: the office of director; the provision of information; the running of company meetings; and the role of other officials within the company. The provision of information is the principal focus of most company law: ensuring that the company and its operators provide sufficient information of the right kind to third parties, and identifying who is responsible for doing that is central to company law. The movement towards control of directors and management began with concerns about rapidly increasing management pay in large public companies and then took on another dimension with the large corporate failures in Enron, WorldCom and other companies. Particularly significantly in public companies there is a distinction made usually between the chief executive officer (CEO) and the chairman, with the powers of each being delineated in the articles of association. The CEO is in charge of the day-to-day management of the company.