- The Board & The Audit Committee

- Select and remove officers.

- Determine capital structure.

- Add, amend and repeal bylaws.

- Initiate (proposing) fundamental changes such as mergers. [Shareholders must approve the fundamental change to be executed.]

- Declare dividends.

- Set the compensation for officers and management.

* Directors have a fiduciary duty to the entity and to the shareholders .[prohibits conflict of interest and requires a director to work for the entity's interest .]      .

·         Directors also owe a duty of loyalty to the entity .[prohibits dealing with the corporation unless full disclosure is made and giving the entity the right of first refusal in any corporate opportunity.]

* Directors have no liability for honest errors of judgment as long as they are acting in good faith .[no fraud, illegality, conflict of interest.

Audit Committee  is subcommittee composed of three to five outside directors who are independent of management.( Independent means that the individuals do not have any accounting or reporting responsibilities or duties )

Its purpose is to help keep external and internal auditors independent of management and to assure that directors are exercising due care.

Audit committee generally provides a line of communication between the board of directors and the external and internal auditors .It also may serve as a mediator of disputes between the auditors and management.

It must have access to the chief financial officer and the chief accounting officer

Audit Committee responsibilities Must be written clearly in the company charter