Human Rights and Climate Change

Masterarbeit aus dem Jahr 2010 im Fachbereich Politik - Thema: Völkerrecht und Menschenrechte University of Auckland Sprache: Deutsch Abstract: This paper considers duties and liability of independent non-executive directors as authorities of advice and control in companies. It deals with the question of how non-executive directors should be made liable for mismanagement of the board but primarily by and particular failures of their own through breach of duty.Rather than engaging in the debate about non-executive directors' function and their efficiency for a business enterprise the essay takes the latter as a given. Instead it neutrally provides an outline of non-executive directors agreed functions preferred skills and favoured qualities. The paper moreover details on the different duties deriving from common law principles equity and case law. It also considers on statutories and codes as well as contractual provisions providing equivalent regulations on directors' duties. This is to draw a complete picture of non-executive directors' role in a company and to classify where liability can result from. Furthermore non-executive directors' liability is analysed. The focus hereby lies on the determination of directors' negligence. The issue is considered as to whether a court applies a different degree of negligence on non-executive directors than on executive directors. In this context the influence of contractual provisions is contemplated. In addition liability of non-executive directors is also compared to the liability of supervisory board members. Subsequently alternative mechanisms of equalizing the risk of liability such as indemnifications insurances and adequate reimbursements are examined more closely. Concluding on non-executive directors' liability the paper declares the loss of reputation and further soft sanctions as the actual sanction on non-executive directors.