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THE DUTIES OF DIRECTORS


THE DUTIES OF DIRECTORS

Item No. 1 of GOEX’s Manual of Governance Principles is written as follows: the Board must act knowingly, in good faith, with due diligence and care, and in the best interests of the company, and to the benefit of its shareholders while taking into account the stakeholders involved.

How many times have you been required to assume duties of directors within an organization being truly informed of what it entails? You are probably acting in good faith, with due diligence and care, and you want to act in the best interests of the company, and to the benefit of its shareholders or members while taking into account the stakeholders involved.

In the realization of a governance mandate, the professional performing the diagnostic must go through over 300 analysis and review criteria to be able to confirm if the board has been acting knowingly.

In a large part, Board members are university graduates and have several years of experience in a field of expertise and in a business line. They often have experience in management, so they are competent and experienced. However, more often than not their knowledge of the governance principles is weak, and sometimes they are wrong. One of the main gray zones we found in the governance practices is the division of responsibilities between the board of directors and the management. Who is responsible for what? Often strategic or financial plan, integrity, ethics and hundreds of other topics are not clearly defined and understood or even unknown by directors and executives.

This is when firms specialized in governance such as GOEX work with small and medium-sized entities. GOEX offers a complete range of governance products and services. The diagnostic report is at the heart of its products and services because it provides a clear picture of the small and medium-sized entities’ governance issues. The second product is the implementation of good governance practices. This implementation is supported by an online training on the principles of governance offered to directors and executives. This remote training is offered offline and divided into 4 modules of one hour, for a total of 4 hours. Today, the governance is a specialization among others in the field of administration. The administration faculties offer several governance programs.