Division of Duties
The Limited Liability Companies Act does not contain provisions on the division of duties within the board of directors. The board may thus itself decide on its internal division of duties. It is also possible to stipulate in the articles of association that a member of the board of directors has a right to represent the company or that the board of directors may give such a right to one of its members.
Also the general meeting can give instructions and orders concerning division of duties. Although the liability of the board members follows the division, the board of directors shall, nevertheless, as a collegially entity supervise all its members’ actions.
The duty of the board of directors in relation to the managing director is to direct and supervise the managing director. The board gives instructions and orders to the managing director and shall be active and take initiative in its supervisory role. The supervisory responsibility of the board is stricter in case the board has delegated to the managing director uncommon and extensive duties, which otherwise would belong to the board of directors.
The board of directors may transfer to itself a matter belonging to the managing director. It is also possible to transfer a matter belonging to the board or to the managing director to be handled in the general meeting. A decision made in the general meeting can also release the board from its responsibility on the matter unless the law expressly regulates the matter to belong to the board.