DIRECTORS’ POWERS AND RESPONSIBILITIES Sample Clauses

DIRECTORS’ POWERS AND RESPONSIBILITIES. 4.1 The Directors have overall responsibility and ultimate decision-making authority for all the work of the Company, including the establishing and running of schools and in particular the Academy as a Church of England school. This is both exercised through strategic planning and the setting of policy and is managed through business planning, monitoring of budgets, performance management, the setting of standards and the implementation of quality management processes. The Directors have the power to direct change where required. 4.2 The Directors have a duty: 4.2.1 to comply with any lawful directions issued to the Company; 4.2.2 to act in the fulfilment of the Company’s objects; and 4.2.3 to have regard to the advice of the DBE generally and in particular in respect of upholding the Company's objects. 4.3 Directors will have regard to the interests of the other academies for which the Company is responsible in deciding and implementing any policy or exercising any authority in respect of the Academy. 4.4 Articles 100 and 101 provide for the appointment by the Directors of committees to whom the Directors may delegate certain of the functions of the Directors. In further recognition of the Directors’ power to delegate under Article[s 102] and 105, and from the date of this Scheme, responsibility for the running of the Academy from the Effective Date will be delegated to the committee established by this Scheme and which shall be known as the LGB of the Academy. 4.5 The constitution, membership and proceedings of the LGB are determined by the Directors and this Scheme expresses such matters as well as acknowledging any authority delegated to the LGB in order to enable the LGB to assist with the running of the Academy and fulfil the Academy’s mission.
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DIRECTORS’ POWERS AND RESPONSIBILITIES. 4.1. The Directors have overall responsibility and ultimate decision-making authority for all the work of the Company, including the establishing and running of schools and in particular the Academy. This is exercised through strategic planning and the setting of policy and is managed through business planning, monitoring of budgets, performance management, the setting of standards and the implementation of quality management processes. The Directors have the power to direct change where required. 4.2. The Directors have a duty: 4.2.1. to comply with any lawful directions issued to the Company; and 4.2.2. to act in the fulfilment of the Company’s objects. 4.3. Directors will have regard to the interests of the other academies for which the Company is responsible in deciding and implementing any policy or exercising any authority in respect of the Academy. 4.4. Articles 100 and 105 provide for the appointment by the Directors of committees to whom the Directors may delegate certain of the functions of the Directors. In further recognition of the Directors’ power to delegate under Article 105 and from the date of this Scheme, responsibility for the running of the Academy from the Effective Date will be delegated to the committee established by this Scheme and which shall be known as the LGB of the Academy.
DIRECTORS’ POWERS AND RESPONSIBILITIES. 4.1 The Directors have overall responsibility and ultimate decision-making authority for all the work of the Company, including the establishing and running of schools and in particular the Academy as a Church of England
DIRECTORS’ POWERS AND RESPONSIBILITIES. 4.1. The Directors have a duty to act in the fulfilment of the Company’s objects. The Directors also have a duty to the Founder Member to uphold the Object of the Company and to have regard to any advice of the Founder Member and/or the Diocesan Xxxxxx and to follow any directives issued by them. 4.2. The Directors have overall responsibility and ultimate decision making authority for all the work of the Company, including the establishing and running of the academies and in particular this Academy as a Catholic school. This is largely exercised through setting policy and strategic planning. It is managed through setting up a strategic framework for running, improving, building capacity and securing the future of the academies both collectively and individually by: 4.2.1. Setting the aims and objectives for the academies; 4.2.2. Setting policies to achieve those aims and objectives; 4.2.3. Setting priorities for the key areas for improvement for the academies, which affects resourcing; 4.2.4. Setting targets to achieve the aims and objectives and focus improvement for the academies; 4.2.5. Setting the strategic improvement plan to meet the targets, to reflect the priorities, and in accordance with the policies achieve the aims and objectives for the academies; 4.2.6. Reviewing the progress of the strategic improvement plan; 4.2.7. Monitoring and evaluating the impact of the strategic plan towards achieving the aims and objectives for the academies; 4.2.8. Reviewing the effectiveness of the strategic framework (i.e. the aims and objectives and whether or not the policies are effective and priorities and targets are achieved) in light of the progress and measurable outcomes in the academies. 4.3. The Directors have the power to direct change where required. 4.4. Article 100 provides for the Directors to establish one committee for several or all of the academies if they so wish and any committee that will contribute to the effective performance of the Company and/or any Academy. 4.5. The Directors will establish the number of core committees of Directors that they judge necessary to undertake the key strategic functions required for running all the academies in a collaborative manner. Article 101 allows for committees of Directors to include others but the Directors must be in the majority. 4.6. Through those core committees of Directors the Company will: 4.6.1. Secure the mission shared by all of the academies, drive strategy to provide quality Catholic edu...
DIRECTORS’ POWERS AND RESPONSIBILITIES. 22.1 The following Model Articles apply: 4 Shareholders' Reserve Power 5 Directors may Delegate 6 Committees 22.2 Decisions of the Directors must be taken by: (a) a majority decision at a meeting; or (b) a majority decision by a Directors' written resolution adopted in accordance with Article 28 (Directors' Written Resolutions).
DIRECTORS’ POWERS AND RESPONSIBILITIES. The Directors have a duty to act in fulfilment of the Trust’s objects which are set out in the Articles of Association. The requirements relating to the constitution of the board of the Directors of the MAT is set out in this document. The Directors also have a duty to the Xxxxxx to uphold the objects of the MAT and to consider any directives or guidance issued by the Xxxxxx. The directors are all members of the Trust Board, which is a single legal entity and is ultimately accountable for the educational and financial performance of all schools in the trust including the sustainability of the Trust. In line with the Articles of Association, Xxxxxxx Diocese will appoint eight foundation directors to represent the Xxxxxx and implement his vision and to ensure the board has the depth and breadth of skills, knowledge and expertise required to fulfil their statutory duties effectively and drive improvement across the Trust. This extends across the whole organisation and includes accountability for finance, procurement, staffing, audit, risk, buildings, land and estate management, safeguarding and academy performance (including the quality of education provision within individual academies). Subject to the provisions of the Companies Act 2006, the Articles of Association and to any directions given by the Members of the MAT following a special resolution, or any directives issued by the Xxxxxx or the Diocese, and in accordance with the policies and protocols agreed by the Directors, the way that the business of the Academy is carried forward at a local level shall be delegated by the Directors to the LGC in accordance with this Scheme of Delegation.
DIRECTORS’ POWERS AND RESPONSIBILITIES. The Directors have overall responsibility and ultimate decision-making authority for all the work of the Company, including the establishing and running of schools and in particular the Academy. This is both exercised through strategic planning and the setting of policy and is managed through business planning, monitoring of budgets, performance management, the setting of standards and the implementation of quality management processes. The Directors have the power to direct change where required.
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  • Duties and Responsibilities (a) The Auction Agent is acting solely as agent for the Company hereunder and owes no fiduciary duties to any other Person by reason of this Agreement. (b) The Auction Agent undertakes to perform such duties and only such duties as are set forth specifically in this Agreement, and no implied covenants or obligations shall be read into this Agreement against the Auction Agent. (c) In the absence of bad faith or negligence on its part, the Auction Agent shall not be liable for any action taken, suffered or omitted by it, or for any error of judgment made by it in the performance of its duties under this Agreement. The Auction Agent shall not be liable for any error of judgment made in good faith unless the Auction Agent shall have been negligent in ascertaining (or failing to ascertain) the pertinent facts.

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