C) Officers

Diligently - старательно

Duty of care - обязанность блюсти интересы компании

B) Directors

Corporations are governed by directors who are elected by the ………... The directors form the Board whose primary role is to set the ……. ……… and ………. major business and financial decisions. The corporate policy is a plan of action to guide company operation, management and administration. The directors ………. and ……… officers and managers who …… the company, are responsible for day-to-day operation and report to the directors. To compensate them for their services the directors … …… …… for officers and key employees.

Directors must hold meetings at regular intervals as defined in the corporate bylaws and, in addition, may also call special board meetings when necessary. At board meetings, directors discuss problems affecting the corporation and make ………. to solve the problems.

For example, a company expands and needs big amounts of money for the development. The company has two options: it can either borrow money from a bank or it can issue more shares. Then the Board of Directors should either ……. … ……. to a corporation or …………. … …… … ……….. If a company is going to purchase some land, or sell a factory building, or lease a new office, the directors have to decide whether to buy, sell or lease … ……... Directors also decide if a corporation can ……… some real estate to get a big loan.

When a corporation makes a substantial profit the directors have to make a decision whether to … higher ………. to the shareholders, or to retain the profit for some beneficial projects.

The most important duty owed by a director to a corporation is the duty of care. This duty of care requires directors to diligently …… their obligations.

Officers are responsible for the routine operation and management of the corporation. Function of officers and managers: - execute corporate philosophy; - be in charge and organize the operations of departments, divisions or groups; - work out strategies; - select employees; The particulars of an officer or manager’s activity depend on the area of responsibility: finance, production, marketing, sales, human resources, research and development. Managing Director appointed by the Board of Directors is responsible for the day-to-day operations of the whole company.

Officers are responsible for the routine operation and management of the corporation. They ……… corporate philosophy.

The roles of top corporate officers - typically the managing director or the corporation's president, vice presidents and chief financial officer - are defined by the corporate bylaws, articles of incorporation, and statutes. The president acts as the primary officer and sometimes is called the chief executive officer or CEO. The vice president is the second in command and makes decisions in the president's absence. The chief financial officer (CFO) is responsible for corporate finance.

The particulars of an officer or manager’s activity depend on … ……... …………: finance, production, marketing, sales, human resources, research and development. Each manager (or director) is … ……. … a certain department where he or she organizes the ………... Managers ……… employees for their department, and their responsibility is to …… …. efficient ………. and set clear ……….. They should ………. their employees, ………… and ……… the operations.

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