[CCWG-ACCT] Regarding Fiduciary responsibility of the Board

[Nigel Roberts]

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.