How can a board of 7 have committees? Do they hire outside? Parliament doesn't hire non-citizens for sitting on the defence committee, agricultural committee, etc. I just have issues with that. Instead of hiring outside, why not use safeguards that parliament uses?
But why would you want majority "independent" board members?? Seems stupid to me. I would take them on if they had valuable expertise but would always always prefer as a bonus that they owned shares. I don't get it.
For example, the board of directors hires the external auditor. If the board was comprised entirely of inside directors, then they could hire a friend or family member who is an auditor. The friend/family member could give a biased opinion of the company, and this could promote fraud. In a nutshell, more inside directors promote more conflict of interest.
Are the board members still incentivised to make the company successful because if their performance on the board is deemed unsatisfactory they will be fired by the shareholders? Like I guess every other job? If they dont care about the company and are in no danger of getting kicked off the board wouldn't that lead to apathy?
So I own 50% of the shares. I want to make easy money, so I declare that all the earnings of the company should be given in dividends. Yeah the company will crash and burn but I pocketed quite a nifty profit, so I don't care. An independent board of directors could have stopped me.
idk man if you owned 50% of the company it would most likely be in your interests to grow the value of the company rather than crash and burn it, unless perhaps you were working for a rival company and wanted to send this company out of business. However if you do get 50 or more % of the company you have obtained controlling interest.
@@Edspira An outside director is strange to me. Yes, we want accountability but that should be with the shareholders (here is a representative governance...If you can keep it - paraphrasing Thomas jefferson). Congress sets it's own pay too, but we don't elect Russians (well...), Swedes, Turks, etc to sit as independent/outside congressmen. It's not just about pay. Maybe what we could do is create corporate parties (akin to political parties within) - blues for focus on R&D, Orange for focus on community development, Red for focus on worker rights, etc. And personally, I think workers should be shareholders too. Workers are akin to civil servants; congress doesn't hire noncitizens from other countries to be civil servants. Perhaps a checks and balance system could be achieved through 2 boards (bicameral); or IG (judicial), President (executive), and board (legislative). Somewhat Murky Equivalent Shareholders = citizens Board of directors = congress/parliament (small boards merge the executive with the legislative as they have no separate executive committee) Executive committee = cabinet (never have seen a presidential/directly elected president who names own committee so usually parliamentary setup) Officers = chief civil servants
What are your thoughts on this setup for corporate governance (legality, effectiveness, and accountability)? Parliamentary style but can tweak for presidential and collegial [swiss] too) SHAREHOLDERS (citizens) All workers shall own shares and shall be given initial share upon hire. Everyone else shall have opportunity to purchase shares. BOARD OF DIRECTORS (Commons) The shareholders shall elect 20 directors. They shall name the chair. EXECUTIVE COMMITTEE (cabinet) The chancellor shall be chosen by the board of directors. He shall name 4 others to this committee. BOARD OF AUDITORS (Senate sorta) The auditors shall comprise of 3 shareholders and 2 outsiders, chosen by nominating committee to review proposed bylaws to ensure it follows articles of incorporation and the laws, and executive orders to ensure it follows articles, bylaws, and the law. They coordinate with the directors to ensure it can be signed off by the IG. INSPECTOR GENERAL (GG) The board shall appoint for a term of 5 years without re-election possible. He shall sign off on the proposed bylaw unless board of auditors believes it would not be in best interest of company.
Presidential: SHAREHOLDERS (citizens) All workers shall own shares and shall be given initial share upon hire. Everyone else shall have opportunity to purchase shares. BOARD OF DIRECTORS (Reps) The shareholders shall elect 20 directors. They shall name the chair. EXECUTIVE COMMITTEE (cabinet) The president shall be elected by the shareholders. He shall name 4 others to this committee who do not sit as a director. BOARD OF REVIEW (Senate sorta) The reviewers shall comprise of 3 shareholders and 2 outsiders. They coordinate with the directors to ensure it can be signed off by the president. ARBITRATION (Supreme court) The board shall appoint for a term of 5 years without re-election possible. They shall sign off on the proposed bylaw unless they feel it would violate law, bylaws (executive order only), or articles.
