The Funcation of Directors
The articles of a company typically contain a provision that vests the management of the company in the board of directors.
The board of directors manages the company, subject to the control of the shareholders laid down in the articles and legislation. In practice this means the directors manage the company, but are capable of being removed by the shareholders as a body. It is the board of directors that is the primary decision making body of the company.
How Directors Manage
Delegation is the norm. The Board does not itself undertake the day to day management of the company.
The company normally employs or otherwise obtains the services of managers who undertake the day to day management of the various aspects of the company’s business.
It is common for the board to contain persons who are employed to manage the company. “Executive” directors.