Editing Board of directors (section)

===History===
{{Globalize|section|United Kingdom|2name=the United Kingdom|date=April 2016}}

The development of a separate board of directors to manage/govern/oversee a company has occurred incrementally and indefinitely over legal history. Until the end of the 19th century, it seems to have been generally assumed that the general meeting (of all shareholders) was the supreme organ of a company, and that the board of directors merely acted as an agent of the company subject to the control of the shareholders in general meeting.<ref>Gower, ''Principles of Company Law'' (6th ed.), citing ''[[Isle of Wight Rly Co v Tahourdin]]'' (1884) LR 25 Ch D 320</ref>

However, by 1906, the [[Court of Appeal of England and Wales|English Court of Appeal]] had made it clear in the decision of ''[[Automatic Self-Cleansing Filter Syndicate Co Ltd v Cuninghame]]'' [1906] 2 Ch 34 that the division of powers between the board and the shareholders in general meaning depended on the construction of the [[Articles of Association (law)|articles of association]] and that, where the powers of management were vested in the board, the general meeting could not interfere with their lawful exercise. The articles were held to constitute a contract by which the members had agreed that "the directors and the directors alone shall manage."<ref>''Per'' Cozens-Hardy LJ at 44</ref>

The new approach did not secure immediate approval, but it was endorsed by the [[Judicial functions of the House of Lords|House of Lords]] in ''Quin & Axtens v Salmon'' [1909] AC 442 and has since received general acceptance. Under English law, successive versions of [[Table A]] have reinforced the norm that, unless the directors are acting contrary to the law or the provisions of the Articles, the powers of conducting the management and affairs of the company are vested in them.

The modern doctrine was expressed in ''[[John Shaw & Sons (Salford) Ltd v Shaw]]'' [1935] 2 KB 113 by [[Frederick Greer, 1st Baron Fairfield|Greer LJ]] as follows:

<blockquote>A company is an entity distinct alike from its shareholders and its directors. Some of its powers may, according to its articles, be exercised by directors, certain other powers may be reserved for the shareholders in general meeting. If powers of management are vested in the directors, they and they alone can exercise these powers. The only way in which the general body of shareholders can control the exercise of powers by the articles in the directors is by altering the articles, or, if opportunity arises under the articles, by refusing to re-elect the directors of whose actions they disapprove. They cannot themselves usurp the powers which by the articles are vested in the directors any more than the directors can usurp the powers vested by the articles in the general body of shareholders.
</blockquote>

It has been remarked{{by whom|date=April 2016}} that this development in the law was somewhat surprising at the time, as the relevant provisions in [[Table A]] (as it was then) seemed to contradict this approach rather than to endorse it.<ref>See Gower, ''Principles of Company Law'' (6th ed.) at 185.</ref>