The company’s board has full authority to perform all the acts required for the management of the company, except as limited by law or by its articles of association.
However, the company’s board of directors can perform the following acts where expressly authorised to do so in the companys articles, or through a resolution of the general meeting:
- making a donation, except for donations required by the business if of a small and customary amount
- selling all or a substantial part of the company’s assets
- pledging or mortgaging the company’s assets, except to secure the company’s debts incurred in the ordinary course of the company’s business, and
- guaranteeing debts of third parties, except where the guarantee is made in the ordinary course of the company’s business for the purposes of achieving the company’s objectives.
The board of directors may, with the majority consent of its members and within the limits assigned to it, delegate some of its powers to its chairman or to committees formed from among its members.
A joint stock company is bound by the acts of its board of directors, its chairman, managing directors and other executives, where they act in the company’s name and within the scope of their powers. Any third party in good faith has by law the right to assume that any act of the board of directors, chairman or managing director of a company in pursuance of its business is within the scope of power delegated to such person, and the company is bound thereby, save where the limitation of any such person’s authority is registered with the Commercial Registry in Oman.
The detailed duties of a member of a board of directors are set out more fully in Ministerial Decree 137/2002, and will include, for example, the approval of the company’s commercial and financial policies and the company’s estimated budget; adopting the company’s disclosure procedures; supervising the performance of the company’s executive management; providing timely information to the company’s shareholders; appointment of the company’s chief executive or general manager and secretary to the board; and approval of the company’s financial statements.