Reimagining the role, duties and liabilities of non-executive directors in 2020; 15 Years of the Companies Act 2006 and the pathway to the UK Corporate Governance Code 2018. Part One: a prelude to the current approachSingh, C., Lin, W. and Ye, Z. (2021) Reimagining the role, duties and liabilities of non-executive directors in 2020; 15 Years of the Companies Act 2006 and the pathway to the UK Corporate Governance Code 2018. Part One: a prelude to the current approach. International Company and Commercial Law Review, 32 (1). pp. 20-36. ISSN 0958-5214
It is advisable to refer to the publisher's version if you intend to cite from this work. See Guidance on citing. Abstract/SummaryThe extent to which, if at all, Non-Executive Directors (NED) and Shadow Directors (SD) owe duties and liabilities to a company under English law has been the subject of rigorous debate between lawyers for many years. In contrast, the duties and liabilities of Executive Directors (ED) under English law were quite well defined. Part one of this duo of articles explored how the Companies Act 2006 put those duties and liabilities on a statutory footing rendering the distinction between the two types of directors defunct. Part two examines whether the role of the NED, in corporate governance terms, has been strengthened by the UK Corporate Governance Code 2018 which focusses on modern notions of enlightened shareholder value, long-term sustainability and pandemic response (Coronavirus). Embedding the former into codified director duties as part of the new Companies Act was a popular recommendation that was adopted in the 2006 statute by the UK government. The rationale behind the current changes made to the role of the NED in the Corporate Governance Code 2018 and how, if at all, this impacts on the director duties set out in the 2006 statute.
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