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3 - Board functions and structures

from PART ONE - BASIC CONCEPTS, BOARD STRUCTURES AND COMPANY OFFICERS

Published online by Cambridge University Press:  05 June 2012

Jean Jacques du Plessis
Affiliation:
Deakin University, Victoria
Anil Hargovan
Affiliation:
University of New South Wales, Sydney
Mirko Bagaric
Affiliation:
Deakin University, Victoria
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Summary

There is now overwhelming evidence that the board system is falling well short of adequately performing its assigned duties. Without fundamental improvement by individual boards, the entire board system will continue to be attacked as impotent and irrelevant and the boards of troubled and failing companies will, with good reason, increasingly become the targets of not only aggrieved and angry shareholders but also employees, creditors, suppliers, governments, and the public.

David SR Leighton and Donald H Thain, Making Boards Work (1997) 3.

Until they served on a board, people may well imagine that directors behave rationally, that board level discussions are analytical, and that decisions are reached after careful consideration of alternatives. Not often. Experience of board meetings, or of the activities of any governing body for that matter, shows that reality can be quite different. Directors' behaviour is influenced by interpersonal relationships, by perceptions of position and prestige, and by the process of power. Board and committee meetings involve a political process.

Bob Tricker, Corporate Governance: Principles, Policies and Practices (2008) 241.

Higher community expectation of directors

Initially low standards of care, skill and diligence expected of directors

Directors' statutory duties and liability are discussed in greater detail in Chapter 10. It is, however, important first to make a few observations regarding the higher community expectations of directors.

Based on English precedents, it has been accepted that directors are not liable for a breach in their duty of care, skill and diligence if they merely acted negligently.

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Publisher: Cambridge University Press
Print publication year: 2010

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