Corporate Governance Positions: The Board:

Fiduciary Responsibilities

  

Directors’ Loyalty

Position: Corporate directors have a fiduciary duty of loyalty to the best interests of shareowners.

Rationale: Directors are representatives of shareowners and are charged with overseeing management — whose role it is to oversee relationships with employees, customers, suppliers, and neighbors — and, as stewards of corporate assets, are responsible for overseeing the investment of those assets in a manner that maximizes shareowner value.

Where stated: CG TF - OECD CG Principles

 

Board Member Responsibilities

Position: Individual board members must take responsibility to ensure that the board of directors properly fulfills its responsibilities.

Rationale: Unless each board member takes the board’s responsibilities toward shareowners seriously, the board may lose its focus. To achieve this goal, Board members must have access to the information they need.

Where stated: CG TF - OECD CG Principles

 

Priority of Shareowner Interests

Position: Investors’ need for full, fair, and transparent disclosure should supersede all other interests.

Rationale: Board members should ensure that the information that management provides to its owners meets these standards, regardless of what it might describe about management’s methods or mistakes. Investors needs for material price-sensitive information outweighs the company’s need for confidentiality.

Where stated: APAC - ASAF CG Principles