Wednesday, January 2, 2013

Part 4- Corporate governance and director's duties- Comparative study


9. Do directors have to be employees of the company? Can shareholders inspect directors' service contracts?
France
Law stated as at 01-Apr-2011
Directors employed by the company
Unitary structure. A director is prohibited from entering into an employment contract. However, an employee can, under certain circumstances, be appointed as director. The employment contract must correspond to an actual position and cover specific non-managerial duties for which the relevant person is in a subordinate position with regard to the company. The number of directors employed by the company is limited to one-third of the total.
Dual structure. An employee can become a member of the company's management board and vice versa. The employment contract must correspond to an actual position and cover specific non-managerial duties for which the relevant person is in a subordinate position with regard to the company. Up to one-third of supervisory board members can simultaneously hold employment contracts. A supervisory board member can enter into an employment agreement with the company before or after becoming a member of the supervisory board.
For listed companies, the AFEP-MEDEF code recommends that a manager should terminate his employment contract on becoming a director or board member.
Shareholders' inspection (unitary and dual structures)
Directors' employment contracts and any material amendments to them, as regulated agreements, require the prior approval of the board of directors or supervisory board and disclosure to the statutory auditors. A shareholders' meeting subsequently ratifies the agreements.
Germany

Law stated as at 01-Apr-2011
Directors employed by the company
Management board members generally have a service contract with the company in addition to being appointed to the management board. However, they are not considered as employees of the company as they provide independent services. Supervisory board members elected or appointed by the shareholders generally do not have service contracts with the company besides their appointment to the supervisory board. Employee representatives serving as members of the supervisory board generally continue to be party to their regular employment agreements.
Shareholders' inspection
Shareholders generally cannot inspect the service agreements of the management board members (see alsoQuestion 11).
India

Law stated as at 01-Apr-2011
Directors employed by the company
Directors do not become employees of a company simply by virtue of directorship. However, if a director has been appointed for a dual role (for example, of a manager and a director or a managing director), the director will be considered to be an employee of a company.
Shareholders' inspection
The shareholders cannot inspect directors' service contracts.
The Netherlands

Law stated as at 01-Dec-2012
There are no statutory restrictions on directors' terms of appointment. In large companies, a supervisory board member must resign no later than four years after he is appointed. However, a supervisory board member can be reappointed and there is no limit on the number of times he can be reappointed.
The CGC recommends that a management board member be appointed for a maximum period of four years and that he be reappointed for a term of no more than four years at a time. The CGC recommends that a person be appointed to the supervisory board for a maximum of three four-year terms.
UK (England and Wales)

Law stated as at 01-Apr-2011
Directors employed by the company
There is no requirement in UK law for directors to be employees of the company on whose board they serve.
Shareholders' inspection
Shareholders of a company have a right to inspect the service contracts of directors without payment of any charge. (If there is no written contract, a memorandum of the agreed terms should be kept and be available for inspection.) Copies should be supplied on payment of a prescribed fee. The Code also recommends that the terms of appointment of non-executive directors should be available for inspection at the company's registered office and 15 minutes before and during its AGM.
United States

Law stated as at 01-Dec-2012
Term limits for directors are relatively uncommon, although Delaware’s General Corporation Law allows a corporation’s certificate of incorporation or bye-laws to prescribe various qualifications for directors, including the term of appointment. While 72 of the Top 100 US Companies discuss the topic of term limits for directors in their proxy statements, only five have adopted mandatory term limits (2012 S&S Corporate Governance Survey).

10. Are directors allowed or required to own shares in the company?
France

Law stated as at 01-Apr-2011
There is no legal requirement for directors or supervisory board members to own shares in their company, although this may be required by the bye-laws.
Germany
Law stated as at 01-Apr-2011
Management board members are not required to own shares in the company. They are, however, allowed to own shares in the company and the articles of association can determine that they have to own a certain amount of shares. If they own company shares, they are subject to disclosure obligations and restrictions concerning insider trading under the WpHG. The same applies for members of the supervisory board (see Question 21).
India

Law stated as at 01-Apr-2011
There is no mandatory requirement for directors to own shares in the company. However, the articles of association can provide that the director must procure the required shares within two months from the appointment.
The Netherlands

Law stated as at 01-Dec-2012
Directors employed by the company
It is not necessary for managing directors to be employees of the company. Generally, a managing director who receives a salary and performs work regularly is considered to be an employee of the company. A supervisory director usually performs incidental work for the company and is therefore not considered an employee.
The Amendment Management and Supervision provides that a managing director of a listed public company will never be considered an employee or have an employment contract.
Shareholders' inspection
The general meeting is entitled to all company information that it requests, unless that disclosure conflicts with the company's material interest. This can include the directors’ service contracts. Individual shareholders have the right to request this information during the general meeting. However, in principle they do not have the right to demand specific information outside of the general meeting except for special circumstances.
UK (England and Wales)
Law stated as at 01-Apr-2011
There are no restrictions in law on a director owning shares in a company. A company's articles may require a director to own shares in the company, but this is not common.
United States
Law stated as at 01-Dec-2012
Directors employed by the company
Directors do not have to be employees of the corporation. In fact, under the NYSE and Nasdaq listing standards, a majority of the board must be comprised of independent directors. In order to be considered independent, the director cannot be, nor have been within the last three years, an employee of the corporation.
Shareholders’ inspection
Federal securities law requires extensive disclosure concerning directors’ compensation arrangements, as well as related party transactions between the directors and the corporation. Public companies must disclose material transactions that exceed US$120,000 between the company and certain related parties, including directors. In addition, public companies must disclose their policies and procedures used in reviewing and approving these related-party transactions.

11. How is directors' remuneration determined? Is its disclosure necessary? Is shareholder approval required?
France
Law stated as at 01-Apr-2011
Determination of directors' remuneration
To comply with professional corporate governance guidelines, many (mostly listed) companies have established compensation committees to determine the criteria applicable to the remuneration of corporate officers.
Unitary structure. A lump-sum amount of fees (jetons de prĂ©sence) for the entire board is approved each year by the shareholders' meeting, which the board then divides among its members. Board members cannot receive any other compensation for their board activity. The board may also allocate exceptional remuneration to certain directors for special assignments.
The compensation of the chairman and CEO is set by the board of directors.
Dual structure. The remuneration of management board members is set by the supervisory board. The fees payable to supervisory board members are allocated in a similar manner to directors' fees.
In listed companies, the AFEP-MEDEF code stipulates that remunerations and benefits of any kind (including golden parachutes) granted to the chairman, CEO, deputy CEO or a member of the management board must be disclosed to the shareholders and linked to the beneficiary's performance, and that golden parachute arrangements are not acceptable in distressed companies.
Disclosure
Companies with more than 200 employees must disclose the global amount of compensation paid to the five highest-paid individuals, as certified by the statutory auditors, before the general shareholders' meeting.
Shareholder approval
Fees paid to directors and supervisory board members are approved each year by the general shareholders' meeting.
In listed companies, bonuses and golden parachutes for corporate officers and board members must comply with the procedure applicable to related-party agreements and be approved by the board and ratified by shareholders.
Germany
Markus S Rieder and Daniel Holzmann, Shearman & Sterling LLP
Law stated as at 01-Apr-2011
Determination of directors' remuneration
The entire supervisory board is in charge of determining the remuneration of the management board. The supervisory board must follow certain criteria for the appropriateness of the remuneration, such as:
·         Performance appraisals.
·         Duties of the specific member.
·         The economic situation.
·         The company's success and future prospects.
·         The trends for remuneration in comparable companies.
The remuneration of the supervisory board members is determined by the articles of association and the shareholders' meeting.
Disclosure
The total remuneration of both the management and the supervisory board must be disclosed (HGB). Listed companies must disclose the individual remuneration of the management board members. This disclosure must provide the success-related and non-success-related components of the remuneration. The shareholders' meeting can opt out of these disclosure rules. The DCGK recommends that the individual remuneration of the supervisory board members should also be disclosed.
Shareholder approval
Shareholder approval of the remuneration of management board members is not legally required. In listed companies, the shareholders' meeting has the right to approve the remuneration system for the management board ("say on pay" resolution). However, this approval or the refusal of an approval has no legal effect.
India

Law stated as at 01-Apr-2011
Determination of directors' remuneration
The Act sets out provisions relating to the remuneration of a whole-time director or a managing director of a public company (Schedule XIII). If a listed company or its subsidiary does not make profits and the remuneration exceeds the limits set out in Schedule XIII, the prior approval of the central government is required.
There are no limits on the managerial remuneration of directors of private companies. However, if a director is also an employee of the company (see Question 9) and his remuneration exceeds the prescribed limits set out in section 217 of the Act read with Companies (Particulars of Employees) Rules 1975, that must be disclosed in the directors' report.
Disclosure
Listed companies must disclose the remuneration of the directors. In relation to a private company or an unlisted company, if the director is an employee of the company, the remuneration must be disclosed in the directors' report if it exceeds the prescribed limits.
Shareholder approval
The shareholders' approval is required for the remuneration of a whole-time director or a managing director of a public company.
The Netherlands

Law stated as at 01-Dec-2012
Directors are allowed to own shares in the company, but are not required to do so by law.
The CGC recommends that shares held by directors in a listed company should be considered a long-term investment and that shares granted to a managing director should in principle be based on performance criteria (achieving an increase in turnover, for example). Share options should not be exercised within three years of issuance and bonus shares should not be sold for at least five years (lock-up). The CGC recommends that supervisory directors should not be granted shares or share options in listed companies as remuneration.
UK (England and Wales)
Law stated as at 01-Apr-2011
Determination of directors' remuneration
The remuneration of individual directors is a matter for the board to decide (subject to dealing with any conflicts of interest that may arise). A Code Provision requires the establishment of a remuneration committee comprising at least three independent non-executive directors (or two if the company is outside the FTSE 350), or an explanation why one does not exist.
The committee should have full delegated authority to set executive directors' pay packages and to decide the chairman's remuneration, with no reference back to the board. This includes bonuses and incentive packages.
The Code states that the pay of non-executive directors should be fixed by the whole board, although this will commonly be done by a committee of the executive directors.
Disclosure
All UK companies (other than those categorised as being small) must disclose in their annual report and accounts information on directors' remuneration, with separate details for the highest paid director.
In addition, listed companies must produce a directors' remuneration report containing detailed information for each director including basic salary and bonuses, share options, other long-term incentives and pensions, as well as any compensation paid to former directors. The report must also disclose the company's policy on director remuneration and a detailed summary of performance conditions attaching to share options and other long-term incentives. The Listing Rules contain further requirements for listed companies.
Shareholder approval
A resolution to approve the directors' remuneration report must be proposed at the company's annual general meeting, although failure to pass the resolution has no effect on the report or the remuneration paid or payable to directors. At most it is an embarrassment and a signal to the board to review and amend its remuneration policies.
Most employee share schemes and other long-term incentive schemes need to be approved by shareholders.
United States

Law stated as at 01-Dec-2012
Directors are not required by law to own shares in the corporation. Share and stock option ownership by directors is often encouraged, and sometimes required by companies’ corporate governance guidelines (or bye-laws), to align the directors’ own interests with those of the corporation’s other shareholders. Federal securities law requires disclosure of transactions by directors in the shares of the company in which they serve as a director and imposes disgorgement of rights on sales of shares by directors under certain circumstances.

Management rules and authority
12. How is a company's internal management regulated? For example, what is the length of notice and quorum for board meetings, and the voting requirements to pass resolutions at them?
France

Law stated as at 01-Apr-2011
The procedures for convening board meetings are freely defined in the bye-laws and the frequency of such meetings is not determined by law. Directors can either agree to meet at regular intervals or allow the chairman to call meetings as necessary. However, the supervisory board must meet at least four times per year in order to examine the management board's quarterly report.
A quorum of at least half of the present (including via videoconference) board of directors or supervisory board members is required.
Decisions are adopted on the basis of a simple majority of members present or represented, although a higher majority can be stipulated in the bye-laws for matters of particular importance.
The quorum of the management board can be freely determined in the bye-laws.
Except in certain circumstances (for example, the approval of the company's accounts) or unless prohibited in the bye-laws, directors or supervisory board members can attend board meetings via video or telephone conferencing.
Germany

Law stated as at 01-Apr-2011
The usual way for a management board to carry out business is by written resolution passed at a board meeting and signed by all members. As an alternative, oral, telephonic or electronic resolutions, as well as resolutions by circulation, are possible. If the management board consists of more than one member, a unanimous decision is required in relation to all issues, unless the articles of association or the bye-laws provide for different requirements, (for example, majority requirements or conferring certain management powers on one management board member).
All other aspects of board meetings are subject to the bye-laws of the management board, which are also recommended by the DCGK but are not legally required.
India

Law stated as at 01-Apr-2011
Indian law does not prescribe the minimum length of notice for a board meeting. However, there is a requirement to give prior notice of a board meeting to all the directors.
The quorum is two directors or one-third of the total number of directors, whichever is higher. All resolutions at a board meeting can be passed by simple majority, subject to certain exceptions.
The Netherlands

Law stated as at 01-Dec-2012
Determination of directors' remuneration
The general meeting determines managing and supervisory directors' remuneration, although the articles may provide otherwise. Remuneration for directors is not mandatory. The articles of listed companies usually provide for the determination of directors' remuneration by the supervisory board or its specialised remuneration committee. A listed company must produce a policy on the remuneration of managing directors at the responsibility of the supervisory board, this policy must be approved by the general meeting. The CGC recommends that the remuneration policy includes a clawback provision, whereby the supervisory board may reclaim variable remuneration granted to managing directors based on incorrect (financial) information.
Disclosure
Subject to the DCC and unless disclosing such information can be traced back to one natural person, all companies that are not exempted from the obligation to publish the company's annual accounts must state in the explanatory notes to their annual accounts the aggregate amount of remuneration for:
·         The current and former supervisory board.
·         The current and former management board.
The notes should also specify the share option rights, loans, advance payments and guarantees granted to the current supervisory board and management board.
In addition to the above, public companies, except for a company limited by shares whose articles exclusively provide for registered shares and contain transfer restrictions, must state the amount of remuneration for each managing director (including details of any shares and share options they hold in the company).
The notes should specify the loans, advance payments and guarantees granted to each member of the current supervisory board and management board of that company.
For listed companies, the CGC:
·         Recommends that the supervisory board prepares a remuneration report on the company's remuneration policy in the previous and the next financial year, including a description on specific severance payments or extraordinary compensation awarded to managing directors during the current financial year and the supporting arguments.
·         Requires that the main elements of a managing director's service contract, such as the amount of fixed salary and variable remuneration components, are made public immediately after it is concluded.
Shareholder approval
See above, Determination of directors' remuneration.
UK (England and Wales)

Law stated as at 01-Apr-2011
The internal management of a UK company is governed by its articles of association. Therefore, a company is free to make its own rules for internal management which may vary from one company to another.
There is usually no fixed notice period in the articles for the calling of a meeting of the board or of a board committee. Instead, it is for the board to decide the length of notice required, and how notice may be given (whether in writing or by word of mouth).
Similarly, the quorum required for a board meeting is usually left to the board to decide, although it is common for the articles to provide a default position of a quorum of two if no figure is set by the board.
Any notice should give an indication of the business to be considered.
The articles may also allow an absent director to appoint an alternate to take his place at a board meeting. The articles will dictate whether an alternate must be another director, or whether the appointor has complete freedom to choose.
The articles provide whether a valid board meeting may comprise directors who are not physically present but who join the meeting by telephone or video link.
The articles usually state that the business of the board is to be decided by majority vote. Some companies may have requirements in their articles for a certain majority to be achieved, or for particular directors who may represent certain shareholders, to vote in favour of a resolution for it to be passed.
The articles usually allow a resolution of the directors to be passed without a board meeting if all the directors have agreed to it in writing.
United States

Law stated as at 01-Dec-2012
Determination of directors' remuneration
Generally, unless otherwise restricted by the corporation’s certificate of incorporation or bye-laws, the board can set the directors’ compensation, subject to its common law fiduciary duties. This compensation may include cash, the corporation’s shares or options on, or other derivatives of, the shares. Director compensation is generally determined by the board compensation or nominating/corporate governance committee.
Disclosure
Public companies are required by the federal securities laws to disclose their directors’ remuneration in their annual proxy statement or annual report filed by the corporation with the SEC. There are separate requirements relating to disclosure of share ownership.
SEC rules require that investors receive a complete and accurate description of a corporation’s director and executive compensation practices, including a detailed discussion and analysis of its compensation decisions and its philosophy on compensation in a section called “Compensation, Discussion and Analysis” (CD&A).
Shareholder approval
NYSE and Nasdaq listed companies must obtain shareholder approval of equity remuneration plans covering directors. However, shareholder approval of directors' cash compensation is not typically obtained.
In recent years, shareholder activists have pressed companies to adopt certain compensation-related measures, including "say-on-pay", a policy allowing shareholders to annually pass a non-binding advisory resolution regarding the pay of certain executive offices. In 2011, in response to the Dodd-Frank Act, which mandated a wide range of corporate governance reforms, the SEC adopted rules requiring that non-binding shareholder proposals be put forth on all of the following:
·         A say-on-pay vote on executive compensation.
·         A vote on the frequency of the management say-on-pay vote.
·         A vote on “Golden Parachute” arrangements, which are triggered in connection with certain change in control transactions.

13. Can directors exercise all the powers of the company or are some powers reserved to the supervisory board (if any) or a general meeting? Can the powers of directors be restricted and are such restrictions enforceable against third parties?
France

Law stated as at 01-Apr-2011
Directors' powers
Unitary structure. The board of directors determines the company's strategic direction and supervises its implementation. The CEO has all powers to act in the company's name under all circumstances and represents the company in its relations with third parties.
Dual structure. The management board has all powers to act in the company's name under all circumstances and its chairman represents the company in its relations with third parties. The supervisory board operates as a permanent supervision body over the management board.
Restrictions
The powers of the CEO or management board can be restricted by the bye-laws or via board resolutions. However, such restrictions are unenforceable against third parties.
Germany

Law stated as at 01-Apr-2011
Directors' powers
Management board members are responsible for the management of the company's business and can generally exercise all the powers of the company for that purpose. However, the AktG reserves certain powers to the shareholders' meeting, particularly in relation to fundamental decisions of the company (for example, changes to the articles of association and decision on the company's liquidation) (see Question 23). The AktG also reserves certain powers to the supervisory board in relation to the appointment of the management board members (see Question 7, Appointment of directors) or actions that the company takes against the management board. In addition, the supervisory board has approval rights in relation to certain transactions as specified in the articles of association or determined by the supervisory board (for example, transactions of a certain size or importance to the company).
Restrictions
A restriction of the powers of the management board of AGs is not valid in relation to third parties. However, their powers can be restricted internally. Violations of these internal restrictions can give rise to damages claims for the company and dismissal. Shareholders' meetings of GmbHs can issue specific instructions to their management to restrict the management board's powers.
India

Law stated as at 01-Apr-2011
Directors' powers
The directors of a company acting through the board can exercise all powers relating to the management of a company's affairs, subject to the following:
·         Certain powers require the shareholders' approval.
·         Restrictions on the directors' powers under the memorandum or articles of association of a company.
There are certain powers which can be exercised by the board only at an actual board meeting.
Restrictions
See above, Directors' powers. If a director acts contrary to the applicable restrictions, his actions will not bind the company.
The Netherlands

Law stated as at 01-Dec-2012
The management board adopts resolutions that are passed by a simple majority of votes cast by its directors, unless the articles state otherwise. The articles can provide that board resolutions:
·         Must be adopted by a unanimous vote or by a qualified majority of votes.
·         Require the prior approval of another corporate body of the company (see Question 14, Directors' powers).
The articles can require a plenary meeting or a quorum for the management board to adopt resolutions and may also set a notice period for board meetings. In addition, the articles may provide for the adoption of resolutions outside formal meetings and the use of electronic voting.
Each managing director has one vote. The articles can give more than one vote to a director who can be specified by either name or office. A single director cannot cast more votes than the other directors combined.
UK (England and Wales)

Law stated as at 01-Apr-2011
Directors' powers
The articles of a UK company usually have a provision along the following lines: "Subject to the provisions of the Companies Act and these Articles and to any directions given by special resolution, the business of the Company shall be managed by the Board which may exercise all the powers of the Company." (A special resolution of shareholders requires the support of those holding 75% of the company's shares by nominal value.) The Listing Rules require shareholder consent for certain transactions.
There is no supervisory board.
Restrictions
The articles of a company may restrict the power of the directors and require them to get shareholder support before taking certain steps. Any breach of those terms will usually be a matter between the company and its directors and shareholders, with third parties remaining unaffected. That is because, as far as a third party dealing with the company in good faith is concerned, the Companies Act 2006 provides that the power of the directors to bind their company is free of any limitation in the company's constitution.
United States

Law stated as at 01-Dec-2012
A corporation’s certificate of incorporation and bye-laws typically regulate internal management of the corporation and where these documents are silent state law provides default rules.
Under Delaware corporate law, a majority of the total number of directors constitutes a quorum, and a vote of the majority of the directors present at a meeting at which a quorum is present is required to take any valid actions. However, these requirements can be altered by the certificate of incorporation or bye-laws, with certain restrictions. The directors can also take valid actions without a meeting (that is, by written consent), unless the certificate of incorporation or bye-laws provide otherwise.

14. Can the board delegate responsibility for specific issues to individual directors or a committee of directors? Is the board required to delegate some responsibilities, for example for audit, appointment or directors' remuneration?
France

Law stated as at 01-Apr-2011
In both unitary and dual structures, the board of directors and supervisory board can delegate responsibility for specific issues to specially-created committees whose members may or may not be directors or supervisory board members. These committees cannot be involved in the company's management or indirectly limit the statutory powers of the relevant board or the CEO. In accordance with corporate governance codes of conduct, many listed companies have created committees of this kind (for example, audit and compensation committees).
Germany
Law stated as at 01-Apr-2011
Bye-laws of the management board often contain a broad power of delegation, permitting the management board to delegate any of its powers to individual members or committees. However, the supervisory board committees play a more important role. Depending on the size of the supervisory board (see Question 3, Number of directors or members), audit committees and nomination committees are recommended by the DCGK. A nomination committee can also prepare remuneration issues, but the final decision must be taken by the full supervisory board (see Question 11, Determination of directors' remuneration).
India

Law stated as at 01-Apr-2011
The board can delegate responsibility for specific issues to individual directors or a committee of directors. Every listed company and unlisted public company with a paid-up share capital of more than INR50 million must have an audit committee. The audit committee must:
·         Periodically discuss with the auditors internal control systems and the scope of the audit, including the auditors' observations.
·         Review the half-yearly and annual financial statements before submission to the board.
·         Ensure compliance with the internal control systems.
Since the directors are normally appointed at a board meeting (see Question 7, Appointment of directors), there is typically no committee formed for the appointment of directors.
A company may have a remuneration committee. A remuneration committee should consist of at least three directors, all of whom should be non-executive directors (the chairman of the committee must be an independent director).
The Netherlands

Law stated as at 01-Dec-2012
Directors' powers
Generally, the management board has full and unrestricted power to represent and bind the company. The Flexible Private Company legislation introduced the right of a different company body to give specific instructions to the management board, if provided for in the articles (see Question 37). The managing board must follow these instructions, unless the interest of the company or its business dictates otherwise.
The articles can make management board resolutions subject to the approval of a company body, such as the supervisory board or the general meeting. In large companies, a number of management board resolutions are subject to the approval of the supervisory board.
Generally, a share-related decision, for example the issue of shares, reduction of issued capital, acquisition of shares by the company or cancellation of shares, requires the approval of the general meeting, or is subject to the previous approval of the general meeting.
For matters not covered by the articles or the DCC, the DCC contains a catch-all provision stating that these matters are decided by the general meeting.
Restrictions
The powers of individual managing directors can be restricted by the articles, that is, a system can be used requiring the signatures of two or all directors for a company to be bound. The power of representation of managing directors can never be limited for a certain amount or for certain actions. A restriction of the powers of individual managing directors by the articles is enforceable against third parties, provided this restriction is registered with the Trade Registry of the Chamber of Commerce (Trade Registry).
If a management board resolution requires approval by a company body and this approval has not been given, the managing directors will still validly represent and therefore bind the company.
UK (England and Wales)

Law stated as at 01-Apr-2011
The articles of a company usually allow delegation by the full board to committees which may consist of one or more directors and other persons who are not directors. The delegation may relate to a specific matter or be general in respect of a particular type of business. The terms of the delegation may be contained in the articles, in terms of reference approved by the board or, in the case of individual directors, in their service contracts.
A Code Provision recommends that the board form audit, remuneration and nomination committees, with the first two having delegated powers from the board and the last required only to make recommendations which the board may or may not choose to act upon.
United States

Law stated as at 01-Dec-2012
Directors’ powers
State corporate law and the corporation’s certificate of incorporation typically provide that the board can exercise all of the corporation’s powers. However, certain actions and transactions require shareholder approval under state corporate law, such as mergers and amendments to the certificate of incorporation.
Restrictions
The board’s powers can be restricted by the corporation’s certificate of incorporation or bye-laws, and are subject to statutory limitations.

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