[CCWG-ACCT] Regarding Fiduciary responsibility of the Board
Nigel Roberts
nigel at channelisles.net
Tue Oct 6 07:16:53 UTC 2015
Exactly so.
On 06/10/15 08:04, Rinalia Abdul Rahim wrote:
> Very well explained, Greg.
> +1.
>
> Rinalia
>
> only has duties to the corporate body itself. While in a sense the
> duty of obedience is a duty to the corporation, it is really a duty
> to the underlying /raison d'etre/ of the corporation, and not to the
> current corporate body as it stands.
Agree. But I suggest that there's a subtlety here.
Who is the object? That is to say, to whom, in an actual and legla
sense, is the duty owed.
It seems that, as in all other fiduciary duties, the duty is owed, by
the Director to the Corporation.
Whilst not impossible, I would think it almost unthinkable for someone
who is not a Member of a Corporation to show locus standi to enforce the
duty of obedience (to the raison d'etre of the Corporation), for
example, in Court.
Particularly so as respect of this particular duty, the matters are
subject to a wide margin of appreciation and different Directors could,
in the legitimate exercise of their discretion, take wildly different
views on the application of Article 3 to a particular issue.
As indeed they are showing us at the moment.
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