Directors’ Duties in The USA

>> Protecting Yourself in The USA

  • exercise care (including the dedication of adequate time fulfilling your duties as a director) and independent judgement. Act reasonably, with integrity and common-sense. Challenge things when you are uncomfortable, and raise concerns promptly. Seek help and work as a team with your colleagues and the company’s functional specialists to get help and support where needed and find appropriate solutions
  • monitor the financial situation of the company continuously, whether or not you are the finance director. Ensure the right level and regularity of financial information is available, take time to review it and ask questions
  • if you become concerned the company is in, or may face, financial, strategic or operational difficulties, take steps to minimise losses and alert the issue immediately to the company’s management and/or the company’s Treasury so that appropriate and timely advice can be provided. Do not simply keep quiet and hope for the best
  • regularly consider at board meetings items of key importance to your entity e.g. HS&E, export controls, employee issues, compliance and ethics considerations, key contracts. Maintain minutes of directors’ meetings. Group Secretariat can support with producing an annual cycle of business for the board and template board minutes
  • ensure there is a proper and timely flow of information to support that cycle of board business. The late provision of information, especially dense financial material, can lead to ill-considered decisions and breach of the directors’ duties
  • keep in mind that there may be limits to the powers you have when serving on the board – if in doubt as to a specific item, confirm with the company’s legal or Secretarial group that you are not exceeding your powers
  • never sign a contract or license without confirming that you are authorized to sign it, understanding what you are signing, and checking that the transaction to be effected through the document has been duly authorized in accordance with the company’s delegated authorities. Expect and demand a suitable briefing and sufficient early warning of the signing requirement to allow time for you to understand and complete these checks

Latest version updated 10th April 2018

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