Newsletters Welcome, Guest Log In | Register

Governance and Risk

From regulatory compliance to corporate governance structure, everyone is involved

About this Blogger RSS

Subscribe

Sign up now and get the best business technology insights direct to your inbox.

  • Daily Edge
  • CTO Edge Update
  • Business Tools & Templates
  • Aligning IT & Business Goals
  • Maximizing IT Investments

0

Director Duties, Liabilities Refined as Financial Fallout Continues

Posted by Lora Bentley Feb 23, 2009 1:42:33 PM

In the wake of scandal and collapse that has typified the recession thus far, many have questioned whether corporate directors are doing their jobs. Some have even suggested that many aren't independent enough. But what exactly is a director's job? How is it changing?

 

Generally, corporate directors are responsible for carrying out three duties, according to CIO-Today.com: a duty of care, a duty of loyalty and a duty of good faith. All three are pretty self-explanatory. The duty of care requires directors to make decisions carefully, with full information and after careful deliberation. The duty of loyalty forbids conflicts of interest and other conduct that is "disloyal" to the company, such as misappropriating company assets. Similarly, the duty of good faith prohibits activity "motivated by an intent to... harm the corporation or violate the law."

 

In defining these duties, the Delaware Supreme Court has also decided that a director violates all three when she fails to "oversee" company activities.And that's significant because, if a director violates her duties of good faith or loyalty, she can be individually liable for money damages. As CIO-Today.com writers Elizabeth Burnett and Elizabeth Gomperz point out, lawsuits against corporate directors are bound to increase as the recession continues, which means director duties and liabilities will continue to be refined.

Add a comment Leave a comment on this blog post.

There are no comments on this post

Lowering Your IT Costs with Oracle Database 11g Release 2

This white paper identifies the key capabilities a database management solution needs to successfully deliver more information with higher quality of service, make more efficient use of IT budgets, and reduce the risk of change in data centers.

Software Forum: Information On Demand Virtual Experience

This interactive virtual forum presents leading IT experts providing the insights you need to turn your information into a strategic driver for innovation, business optimization and competitive differentiation.

Information Management

Tools, tips and solutions to help you manage your data more efficiently to tackle today's challenging economic environment.

Virtualization & Business Continuity

Virtualization solutions, management tips and industry insights to promote and insure the lifespan of your business.

Greening IT with Server Consolidation

Learn how virtualization reduces the TCO of managing your date, while contributing towards your sustainability efforts.

Tape Storage

Disaster recovery and business continuation that includes encryption, all at a manageable TCO.

Budget & Finance Toolkit for IT - 2010 Edition

What kind of year are you planning in 2010?  Growth or continued "survival mode"?  Download a comprehensive collection of templates, forms, instruction and advice that will help you to plan and submit your 2010 IT Budget.

Learn more >

All About Reducing Your IT Costs

Looking to cut costs? Use this research-driven Excel tool to pinpoint which IT cost reduction measures best fit your needs.

Learn more >