BOARD OF DIRECTORS: DUTIES AND LIABILITY

Which of the following are components of the fiduciary duty of the board?

• Duty of care, duty of loyalty, duty of candor

• Duty of loyalty, duty of transparency, duty of care

• Duty of candor, duty of honesty, duty of responsibility

• Duty of care, duty of loyalty, duty of integrity

One of the main roles of the board of directors is…

• Directly manage production and business activities.

• Provide consulting and supervision of management activities.

• Carry out commercial transactions with partners.

• Daily financial management of the company.

What is the difference between majority voting and plurality voting?

• In majority voting, a candidate must receive more than 50% of the votes to be elected.

• In plurality voting, a candidate must receive 60% of the votes to be elected.

• In majority voting, a candidate can win without achieving an absolute majority of the votes.

• Plurality voting requires a candidate to receive all the votes to win.

How many hours per month do directors typically spend on board matters?

• 10 hours

• 15 hours

• 20 hours

• 30 hours

Firms began adopting staggered boards in response to the increased incidence of hostile takeovers in….

• 1908s

• 1994 - 1999

• 2002

• 2009

What is a personal factor of each board member?

•  Background

• Education

• Experience

• All correct

In which of the following cases can shareholders "remove" a director between meetings?

• The director reaches mandatory retirement age

• The director resigns due to disagreements on company management strategy

• The director is not provided with necessary information to perform their duties

• All of the above

• In what circumstance does a contested board election typically take place?

• When the company voluntarily offers more than one slate of directors for election.

• When shareholders are fully satisfied with the current management.

• When an activist investor is dissatisfied with management and proposes a "short slate" of directors.

• When the board of directors decides to disband the current management team.

• In an uncontested board election, what is typically expected of the shareholders?

• To elect a single slate of directors put forward by the company.

• To propose their own slate of directors.

• To vote against the company’s slate of directors.

• To abstain from voting.

What is the role of the committees?

• making critical strategic decisions

• supporting the implementation of those decisions

•  carrying out day-to-day operations

• All correct