May an institutions board of directors include positions that are not full directorships, such as “associate directors” or “director emeriti” positions?
An institution’s board may contain positions that are not full directorships, but we recommend that institutions remove “director” from any position that is not a full directorship; an alternate title, such as “advisor to the board” would be preferable. If someone serves on the board and his or her title includes the term “director,” then stockholders, employees, and the FCA may be confused as to whether the person is a member of the board of directors with fiduciary responsibilities to the stockholders. It also raises the question of whether he or she is entitled to vote on all matters before the board and is subject to all our rules on director development, conflicts of interest, disclosures, and annual reporting. If an institution decides to retain “director” in titles for positions that are not full directorships, then the institution would have to make it clear to all stockholders, employees, and the FCA what the limitations of the position are as well as ensure the confidentialit
