According to Lawyers.com, a fiduciary is someone who legally acts on behalf of another person. Fiduciaries are expected to have the best interests of the person for whom they are acting in mind when performing duties. Types of fiduciary officers include board officers, boards of directors, corporate promoters and shareholders. Each type of officer has different duties and responsibilities.
Board Officers are employees who are responsible for managing the day-to-day affairs of a corporation and delegating responsibilities and duties to other employees as needed. The role of the board officer is to represent the corporation's best interests at all times and in all circumstances by providing easy access to all accounting books, records and reports at the shareholders' request.
Board of Directors
The duty of every board member is to uphold the best interests of the corporation at all times by overseeing and interacting with board officers and shareholders, deciding policies and determining the corporation's mission. Board members and board directors are expected to perform duties as assigned by their elected or appointed positions such as Treasurer or Secretary of the Board. They are also to ensure that corporate policies and administration corresponds with the corporation's mission, as well as to oversee the financial obligations and responsibilities of the corporation as needed.
A corporate promoter is an individual or group of individuals who form, organize or finance a corporation. The promoter's loyalty and fiduciary responsibility is to the corporation and to other promoters, if applicable, as well as to the corporation's investors who will become its shareholders. A promoter's duty is to ensure nothing she does creates a conflict of interest with the corporation or its officers. As such, a promoter is to act with the utmost honesty and openness in all corporate dealings, and to disclose any personal interest or knowledge of another promoter's personal interest in any transaction of the corporation to be formed.
Shareholders do not typically manage or control day-to-day business operations of a corporation, however, shareholders do exercise indirect control over the corporation through election of board members. Shareholders who own a majority or controlling interest in the corporation may be personally liable if they misuse their majority holding by cheating or defrauding other shareholders. They may also be held responsible for any damages that occur by a failure to complete required fiduciary duties. Majority shareholders are expected to display loyalty to the corporation and to its minor shareholders through objectivity and fairness in all business of their corporate dealings.