Company law/ regarding company structure

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Savita (Querist)

10 December 2014 Dear Sir/Madam,

1) What is the difference between Board & Management? How are their roles different from one another? Please mention the people comprising a Board & Management.

2) What is meant by "committees" in a company(with example) and the people who are part of such committees ?

Thank you.

CS Mitesh Mehta

CS Mitesh Mehta (Expert)

11 December 2014 The board’s role and responsibilities differ from those of management.The relationship between the board and man¬agement is equally important.The management team starts with the CEO, who runs the day-to-day business of the company and sets its business strategy. It may also include a COO (chief operating officer), CFO (chief financial officer) and CIO (chief information officer), in addition to other top management roles, depending on the industry.People comprising board are directors . When boards have close connections to management, and few independent directors, corporate governance advocates see the potential for problems. In some of these cases, CEOs become dominant and the board may rubber-stamp management activities and proposals.

Together, management and the board of directors have the ultimate goal of maximizing shareholder value. In theory, management looks after the day-to-day operations, and the board ensures that shareholders are adequately represented. But the reality is that many boards consist of management.

A committee means a group of persons elected or appointed to perform some service or function, as to investigate or act upon a particular matter.

Different committees prescribed under the companies act 2013 are
1. AUDIT COMMITTEE (Sec 177)
2.NOMINATION AND RENUMERATION COMMITTEE
(Sec 178)
3.STAKEHOLDERS RELATIONSHIP COMMITTEE
(Sec 178)

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