DOCSLIB.ORG

Board Basics Primer

Total Page：16

File Type：pdf, Size：1020Kb

Download full-text PDF Read full-text
Board Basics Primer Shelly Alcorn, CAE, Principal www.alcornassociates.com [email protected] Board Basics Primer Disclaimer Although we discuss legal matters in this orientation, NOTHING that is said should be construed as legal advice in any way, shape or form. These are legal concepts that are generally known to association professionals and executives and are being used for instruction only. If, after reviewing, you have any concerns or need clarification you are urged to contact qualified legal counsel with expertise in the association and non-profit community and obtain a legal opinion specific to your unique circumstances. Applicability of Corporate Law There is a large body of corporate law behind the non-profit sector and boards of directors are subject to it. Sometimes boards labor under the mistaken impression that if a provision “already exists” in their articles of incorporation or their bylaws, these provisions are automatically lawful. This is not the case. When in doubt, look it up or ask qualified legal counsel for input. Don’t rely on polls of your non-lawyer friends about corporate laws. Also, laws do change from time to time and a periodic legal audit of your organization by qualified counsel is a good idea. Volunteer Protections Volunteers enjoy a certain, but not absolute, veil of protection from personal liability for their actions as Board members, provided they act in good faith and in conformance with the fiduciary duties which we talk about in detail later in this presentation. However, even then they are often named as individuals in lawsuits filed against the organization. For this and other reasons, the purchase of Directors and Officers insurance is a must for any association or non-profit. Rule of Limited Authority Basically, decisions should be made by the entire board or delegated to certain individuals, such as the Executive Director, in board policy. If there is no written delegation of authority, there is no authority, and the acting party may be risking personal liability for having acted without it. Ultra Vires Acts Going along with apparent authority, ultra vires acts are simply those acts that Board members are unauthorized to take. Individuals or groups of individuals who exceed their authority in such a manner can not only put the organization at risk but also expose themselves to personal liability for such acts. 1 Apparent Authority Board members should refrain from making promises, verbal or written agreements or otherwise appearing to officially represent the Board or the association without explicit permission to do so. The association can be held liable for agreements signed, etc., by directors even if the board had no knowledge of it, if the other signing entity simply has the belief the person who signed or made the promise had the right to do so. For this reason, we advise against allowing board members to have official association business cards or letterhead for their personal use. Alter-Ego Doctrine This refers to a legal doctrine used by the courts to determine if directors were acting outside of their scope or using the association to further their own personal interests. Namely, if an individual treats the corporation as an extension of his or her own ego, the court may decide to “pierce the corporate veil” and hold the director personally liable for their actions. Powers of a Director By virtue of their position on the Board, directors do have certain powers. Those powers include getting advance notice of any meetings that are held in accordance with the bylaws or policies regarding meetings, having the right to attend, participate in and speak at those meetings, and to advocate for their position. However, directors do not have the right to convene their own meetings, hold “unofficial” meetings (there is no such thing), or to violate confidentiality. Conflict of interest policies should be in place and directors should declare if they, or anyone close to them, has a stake in any topic the board may be discussing. Antitrust Antitrust law is a collection of federal and state government laws that regulates the conduct and organization of business corporations, generally to promote fair competition for the benefit of consumers. The main statutes are the Sherman Act 1890, the Clayton Act 1914 and the Federal Trade Commission Act 1914. These Acts, first, restrict the formation of cartels and prohibit other collusive practices regarded as being in restraint of trade. Second, they restrict the mergers and acquisitions of organizations that could substantially lessen competition. Third, they prohibit the creation of a monopoly and the abuse of monopoly power. Private Inurement IRS regulations prohibit associations from allowing their financial assets to personally benefit any directors or members. Should it be found that an association is over-compensating directors, or giving ‘rebates’ or similar things back to members when doing so is not primarily for the benefit of the association, the association may be putting its tax status at risk, and risking severe penalties and adverse publicity. 2 Minutes and Recordings Official minutes of all board, executive committee, council or committee meetings, etc. should be permanently kept. Once minutes are approved, all notes taken during the meeting by individual directors should be shredded. Board meetings should never be recorded using any electronic devices. It is wise to adopt a policy prohibiting the use of recording devices during association meetings. Fiduciary Duty of Care The Fiduciary Duty of Care simply means the Board acts in the same degree of care and judgment as a ordinary business person would in similar circumstances. This is vague, but as good as we can get as all legal cases hinge on the individual circumstances unique to each case. In order to exercise their duties of care, board members should act in good faith, regularly attend meetings, carefully review agendas and supporting materials and come prepared for discussion and debate. Minutes should also be carefully reviewed. If a board becomes aware of a director who is not acting within their fiduciary duties of care, i.e., regularly missing meetings, badgering the executive director, or otherwise acting in an ‘unreasonable’ manner, the board as a whole should take action to sanction or remove those directors if necessary. Fiduciary Duty of Inquiry Members of the Board of Directors have the right to ask questions and ensure they are properly informed regarding the business of the association. This includes financials, as well as major program proposals. Executives should strive to provide the board with appropriate information and respond to inquiries in a timely manner. However, the duty of inquiry does not give board members the right to conduct their own audits, or other such action and inquiries should be subject to the “reasonable person” standard. Board members also have the right to rely on the opinions of appropriately licensed professionals such as CPA’s or attorneys. It is risky to disregard an expert opinion once it has been obtained, as doing so is strong evidence of careless behavior. Fiduciary Duty of Loyalty According to California courts, a director owes an “undivided duty of loyalty” to the corporation on which he or she serves. A director should not divulge matters that he or she knows or should know are confidential. Directors should save their discussions for the Board room and not disparage or otherwise issue public statements regarding actions taken by the board that are negative or derogatory in tone. The First Amendment of the US Constitution does not extend to cover speech that runs counter to the interests of the corporation because these are private groups. Directors should also refrain from gossiping or giving the impression that matters are being mishandled at the Board level, as such acts are inherently harmful to the association. Directors may be elected or appointed to represent a certain constituency within the association but that is where the relationship ends. The Director’s first duty is to the Board as a whole, so proxy voting or voting “how your constituency wants you to” is a violation of the duty of loyalty. You must vote in the interests of the association as a whole. 3 Role of the Board Set Vision – The Board is primarily responsible for setting the vision for the organization. While advisable to ensure current programs are meeting members’ needs, the board’s real charge is keeping an eye on the future and ensuring the association is properly positioned to adapt and thrive in the coming years. Set Strategy – The Board sets the overall strategy for the organization, while staff is responsible for tactical implementation. Every board needs to have a strategic plan at the center of their activities to ensure everyone continues to pursue desired objectives and not leave organization direction up to the whims of an incoming president or overly powerful executive. Hire Evaluate and Support the Chief Staff Executive – High functioning boards develop a close partnership with their CEO. Periodic performance evaluations are recommended for not only the executive, but the board as well. The Executives relationship is with the Board as a whole, not to any one individual or group of individuals upon the board. Decisions regarding the executives hiring, pay or other matters should be deliberated as a body. Oversee Leadership Operations and Culture – Boards should maintain a 30,000 foot level view of not only activities but also the culture of the organization. Boards should at all times model positive behaviors and remember they have a role to play in how the organization is perceived by members, non-members and the industries and professions they represent. Establish Policy – Boards establish policy, the “rules of the road,” if you will that give staff and volunteers the power to act.
Load more

Recommended publications
  • Monitoring the Duty to Monitor
    Corporate Governance WWW. NYLJ.COM MONDAY, NOVEMBER 28, 2011 Monitoring the Duty to Monitor statements. As a result, the stock prices of Chinese by an actual intent to do harm” or an “intentional BY LOUIS J. BEVILACQUA listed companies have collapsed. Do directors dereliction of duty, [and] a conscious disregard have a duty to monitor and react to trends that for one’s responsibilities.”9 Examples of conduct HE SIGNIFICANT LOSSES suffered by inves- raise obvious concerns that are industry “red amounting to bad faith include “where the fidu- tors during the recent financial crisis have flags,” but not specific to the individual company? ciary intentionally acts with a purpose other than again left many shareholders clamoring to T And if so, what is the appropriate penalty for the that of advancing the best interests of the corpo- find someone responsible. Where were the direc- board’s failure to act? “Sine poena nulla lex.” (“No ration, where the fiduciary acts with the intent tors who were supposed to be watching over the law without punishment.”).3 to violate applicable positive law, or where the company? What did they know? What should they fiduciary intentionally fails to act in the face of have known? Fiduciary Duties Generally a known duty to act, demonstrating a conscious Obviously, directors should not be liable for The duty to monitor arose out of the general disregard for his duties.”10 losses resulting from changes in general economic fiduciary duties of directors. Under Delaware law, Absent a conflict of interest, claims of breaches conditions, but what about the boards of mort- directors have fiduciary duties to the corporation of duty of care by a board are subject to the judicial gage companies and financial institutions that and its stockholders that include the duty of care review standard known as the “business judgment had a business model tied to market risk.
    [Show full text]
  • Addressing Duty of Loyalty Parameters in Partnership Agreements: the More Is More Approach
    Athens Journal of Law XY Addressing Duty of Loyalty Parameters in Partnership Agreements: The More is More Approach * By Thomas P. Corbin Jr. In drafting a partnership agreement, a clause addressing duty of loyalty issues is a necessity for modern partnerships operating under limited or general partnership laws. In fact, the entire point of forming a limited partnership is the recognition of the limited involvement of one of the partners or perhaps more appropriate, the extra-curricular enterprises of each of the partners. In modern operations, it is becoming more common for individuals to be involved in multiple business entities and as such, conflict of interests and breaches of the traditional and basic rules on duty of loyalty such as those owed by one partner to another can be nuanced and situational. This may include but not be limited to affiliated or self-interested transactions. State statutes and case law reaffirm the rule that the duty of loyalty from one partner to another cannot be negotiated completely away however, the point of this construct is to elaborate on best practices of attorneys in the drafting of general and limited partnership agreements. In those agreements a complete review of partners extra-partnership endeavours need to be reviewed and then clarified for the protection of all partners. Liabilities remain enforced but the parameters of what those liabilities are would lead to better constructed partnership agreements for the operation of the partnership and the welfare of the partners. This review and documentation by counsel drafting general and limited partnership agreements are now of paramount significance.
    [Show full text]
  • Fiduciary Duties
    Legal Affairs & Association and MLS Governance JANUARY 2018 FIDUCIARY DUTIES IN A NUTSHELL 1. Pursuant to state law, individuals serving on an association’s board of directors as directors or officers (“Association Leaders”) owe fiduciary duties to the association. 2. Fiduciary duties are owed to the association and not to the association’s members. 3. In general, fiduciary duties require Association Leaders to act in good faith, in the best interest of the association at all times, and to never make decisions based on furthering a personal or outside business interest. 4. Specifically, fiduciary duties may include the duties of care, confidentiality, loyalty, obedience, and accounting. 5. Association Leaders must avoid, disclose, and resolve any conflicts of interest prior to voting or otherwise participating in any deliberations concerning an association matter. NUTS AND BOLTS Fiduciary Duty is defined by Black’s Law Dictionary as “a duty of utmost good faith, trust, confidence, and candor owed by a fiduciary (such as a lawyer or corporate officer) to the beneficiary (such as a lawyer’s client or a shareholder); a duty to act with the highest degree of honesty and loyalty toward another person and in the best interests of the other person.” An Association Leader’s specific fiduciary duties may include: 1. Duty of Care - requires Association Leaders to exhibit honesty, act in good faith, and exercise ordinary and reasonable care in the discharge of their duties. Directors must attend, thoroughly prepare for, and actively engage in deliberations during meetings, and when necessary, seek advice from third-party experts, such as attorneys or accountants.
    [Show full text]
  • The Duty of Loyalty in the Employment Relationship
    Journal of Legal, Ethical and Regulatory Issues Volume 21, Issue 3, 2018 THE DUTY OF LOYALTY IN THE EMPLOYMENT RELATIONSHIP: LEGAL ANALYSIS AND RECOMMENDATIONS FOR EMPLOYERS AND WORKERS Frank J Cavico, Nova Southeastern University Bahaudin G Mujtaba, Nova Southeastern University Stephen Muffler, Nova Southeastern University ABSTRACT Capitalism, free markets and competition are all concepts and practices that are deemed to be good for the growth, development and sustainability of the economy while also benefiting consumers through more variety and lower prices. Of course, this assumption only holds true if markets and competition are open, honest and fair to all parties involved, including employers as every organization is entitled to faithful and fair service from its workers. The common law duty of loyalty in the employment relationship ensures fair competition and faithful service. Of course, a duty of loyalty is often violated when an employee begins to compete against his or her current employer. As such, the employee must not commit any illegal, disloyal, unethical or unfair acts toward his/her employer during the employment relationship. Accordingly, in this article, we provide a review of how the courts “draw the line” between permissible competition and disloyal actions. We discuss the key legal principles of the common law duty of loyalty, their implications for employees and employers and we provide practical recommendations for all parties in the employment relationship. Keywords: Duty of Loyalty, Faithless Servant, Fiduciary Relationships, Replevin, Common Law. INTRODUCTION This article examines the duty of loyalty in the employer-employee relationship. The focus is on the duty of the employee to act in a loyal manner while being employed by the employer.
    [Show full text]
  • Modification of Fiduciary Duties in Limited Liability Companies
    Modification of Fiduciary Duties in Limited Liability Companies James D. Johnson Jackson Kelly PLLC 221 N.W. Fifth Street P.O. Box 1507 Evansville, Indiana 47706-1507 812-422-9444 [email protected] James D. Johnson is a Member of Jackson Kelly PLLC resident in the Evansville, Indiana, office. He is Assistant Leader of the Commercial Law Practice Group and a member of the Construction Industry Group. For nearly three decades, Mr. Johnson has advised clients in a broad array of business matters, including complex commercial law, civil litigation and appellate law. He has been named to The Best Lawyers in America for Appellate Practice since 2007. Spencer W. Tanner of Jackson Kelly PLLC contributed to this manuscript. Modification of Fiduciary Duties in Limited Liability Companies Table of Contents I. Introduction ...................................................................................................................................................5 II. The Traditional Fiduciary Duties ..................................................................................................................5 III. Creation of Fiduciary Duties in Closely Held Business Organizations ......................................................6 A. General Partnerships ..............................................................................................................................6 B. Domestic Corporations ..........................................................................................................................6
    [Show full text]
  • 1 the Attorney's Fiduciary Duties to Trust
    1 THE ATTORNEY’S FIDUCIARY DUTIES TO TRUST BENEFICIARIES By Charles T. Newland CHARLES T. NEWLAND & ASSOCIATES Olivet Nazarene Building 3601 Algonquin Road, Suite 990 Rolling Meadows, IL 60008 Tel. (847)797-9300 Fax (847)797-9301 [email protected] IT IS THE RELATIONSHIP THAT CREATES FIDUCIARY DUTIES. What it is a fiduciary relationship? “… a situation where trust and confidence are reposed by one person in another who, as a result, gains a dominance, influence and superiority over the other as to the transaction in question." Brandt v. Uptown Nat. Bank of Moline, 212 Ill.App.3d 621, 571 N.E.2d 531 (3rd Dist 1991). Attorney-Client Relationship The existence of an attorney-client relationship creates a fiduciary relationship between those parties as a matter of law. In re Imming, 131 Ill.2d 239, 545 N.E.2d 715, 721 (1989). “Among the fiduciary duties imposed upon an attorney are those of fidelity, honesty and good faith in the discharge of contractual obligations to, and professional dealings with, a client. "When, in the course of his professional dealings with a client, an attorney places personal interests above the interests of the client, the attorney is in breach of his fiduciary duty by reason of the conduct." Doe v. Roe, 289 Ill.App.3d 116, 681 N.E.2d 640 (1997). Trustee-Beneficiary relationship A fiduciary relationship exists between a trustee and beneficiary as a matter of law. Janowiak v. Tiesi, 402 Ill.App.3d 997, 1006, 932 N.E.2d 569, 579 (3rd Dist. 2010). "Trustees are but one example of a myriad of fiduciaries including guardians, executors, administrators, and agents.
    [Show full text]
  • THE DELAWARE Journal of CORPORATE LAW
    THE DELAWARE jOURNAL OF CORPORATE LAW MEMORIAL TO PROFESSOR DONALD E. PEASE ARTICLES THE DUTY OF FINEST LOYALTY AND REASONABLE DECISIONS: THE BUSINESS JUDGMENT RULE IN UNINCORPORATED BUSINESS ORGANIZATIONS? Elizabeth S. Miller and Thomas E. Rutledge MAPPING DELAWARE'S ELUSIVE DIVIDE: CLARIFICATION AND FURTHER MOVEMENT TOWARD A MERITS-BASED ANALYSIS FOR DISTINGUISHING DERIVATIVE AND DIRECT CLAIMS IN AGOSTINO V. HICKS AND TOOLEY V. DONAWSON, LUFKIN & lENREJTE, INC. Richard Montgomery Donaldson THE EcONOMICS OF DELAWARE FAIR VALUE Brett A. Margolin and Samuel J. Kursh GOING-PRIVATE TRANSACTIONS: A PRACTITIONER'S GUIDE Michael J. McGuinness and Timo Rehbock Volume30 2005 Number2 THEDUTYOFFINESTLOYALTY ANDREASONABLEDECISIONS: THE BUSINESS JUDGMENT RULE IN UNINCORPORATED BUSINESS ORGANIZATIONS? BY ELIZABETH S. MILLER• AND THOMAS E. RUTLEDGE.. ABSTRACT The business judgment rule, a cornerstone of the jurisprudence of the duty of care in the corporate context, holds a less defined role in the contractually driven realm of unincorporated business organizations such as the partnership, limited partnership, and limited liability company. This uncertainty has in recent years been exacerbated by rapid developments in statutory schemes. This article examines ( 1) the business judgment rule as applied in the corporate context, (2) the recent developments in the laws of unincorporated business organizations, and (3) the interplay of the business judgment rule and the often contractually defined (but at default fiduciary) models of the various unincorporated business organizations. I. INTRODUCTION Compare, if you will, the following rather unambiguous rulings on the application of the business judgment rule in the context of an unincorporated business organization: "We have determined the business judgment rule may apply to partnerships, thus eliminating judicial review of business decisions in the best interest of the partnership if they are made in good faith and with the care of an ordinarily prudent person.
    [Show full text]
  • Delaware's Expanding Duty of Loyalty and Illegal Conduct: a Step Towards Corporate Social Responsibility David Rosenberg
    Santa Clara Law Review Volume 52 | Number 1 Article 3 1-1-2012 Delaware's Expanding Duty of Loyalty and Illegal Conduct: A Step Towards Corporate Social Responsibility David Rosenberg Follow this and additional works at: http://digitalcommons.law.scu.edu/lawreview Part of the Law Commons Recommended Citation David Rosenberg, Delaware's Expanding Duty of Loyalty and Illegal Conduct: A Step Towards Corporate Social Responsibility, 52 Santa Clara L. Rev. 81 (2012). Available at: http://digitalcommons.law.scu.edu/lawreview/vol52/iss1/3 This Article is brought to you for free and open access by the Journals at Santa Clara Law Digital Commons. It has been accepted for inclusion in Santa Clara Law Review by an authorized administrator of Santa Clara Law Digital Commons. For more information, please contact [email protected]. DELAWARE'S "EXPANDING DUTY OF LOYALTY" AND ILLEGAL CONDUCT: A STEP TOWARDS CORPORATE SOCIAL RESPONSIBILITY David Rosenberg* TABLE OF CONTENTS Introduction I. The Background: Delaware's Expanding Duty of Loyalty II. The Law's Approach to Illegal Corporate Conduct III. Illegal Corporate Conduct After Stone v. Ritter IV. Protecting the "Victims" of Illegal Corporate Conduct V. Loyalty to Whom? Conclusion INTRODUCTION For decades, commentators and students of American business have accepted the basic premise that corporate leaders should make decisions that they reasonably believe to be "in the best interests of the corporation, with a view towards maximizing corporate profit and shareholder gain" and not to achieve any other social good.' The structure of * Associate Professor, Law Department, Zickin School of Business, Baruch College, City University of New York, and Associate Director, Robert Zicklin Center for Corporate Integrity, Baruch College.
    [Show full text]
  • The New Concept of Loyalty in Corporate Law
    The New Concept of Loyalty in Corporate Law Andrew S. Gold* Traditionally, the fiduciary duty of loyalty is implicated where corporate directors have conflicts of interest. In a major new decision, Stone v. Ritter, the Delaware Supreme Court determined that directors may also be disloyal when they act in bad faith. As a consequence, directors may be disloyal even when they have no conflicts of interest, and even when they intend to benefit their corporation. This Article reconciles this expanded fiduciary obligation with existing concepts of loyalty. The new loyalty is not incoherent, and it is not unpredictable. Courts have adopted a recognizable understanding of loyal behavior — being “true” — that exists in other social spheres. Under this conception, loyal directors must not only act in the best interests of their corporation and its shareholders, they must also be honest with shareholders and comply with positive law. This Article also offers insights into the function of these expanded fiduciary duties. Although the new loyalty duties pose risks, there are good reasons to think they will provide net benefits. Following the recent Lyondell decision, it appears that the Stone case and its progeny will not result in significant revisions to the business judgment rule. However, the recent change in a director’s loyalty obligation may substantially lower information costs, giving better guidance to directors and simplifying coordination. In addition, the new conception of loyalty can serve an important expressive function, enabling a more efficient level of trust among corporate actors, investors, and those who transact with the firm. * Associate Professor, DePaul University College of Law.
    [Show full text]
  • Employee Duty of Loyalty ') a Precis for the Corporate Executive
    CLANTE À/tIDDLETÜIr¡ Mclane.com Free Market Competition or Treason? EMPTOYEE DUTY OF IOYAITY A Précis for the Corporate Executive '11 >t -t Third Edition with 2016 Legislative l/pdare Andrew P. Botti, Erq. Mclane Middleton 300 TradeCenter, Suite 7000 Woburn, MA 01801 ì "ì I FREE MARI(ET COMPETITION OR TREASON? EMPLOYEE DUTY OF LOYALTY ') A PRECIS FOR THE CORPORATE EXECUTIVE WITII 2016 LEGISLATIVE UPDATE ) ) ) @Andrew P. Botti, Esq. (Mclane Middleton, P.A. founded in 1919) J _) ABOUT THE AUTHOR Andrew P. Botti : Andrew advises in-house counsel, corporate executives, and owners of closely held and family businesses on a wide variety of complex commercial, business and employment litigation matters. He was recently selected as a New England "Super Lawyed'in Business Litigation by Law& politics and Boston magazines. He is also rated "AV" - the highest rating possible - by Martindale-Hubbell lawyer peer review. ln September 2015 Andrew was appointed by Governor Charlie Baker to the state's Econòmic Development Planning Council. The Council is charged with developing a state-wide, comprehensive economic development plan, with measurable benchmarks. The plan will be submitted to the Massachusetts legislature for public hearing prior to being presented to the Governor for signature. Andrew also served on the Baker-Polito Transition Team. Andrew presently serves on the Board of Directors of AlM, the Associated lndustries of Massachusetts. AIM is the premier employer advocacy group in Massachusetts. The organízation recenfly celebrated its 100tt anniversary. Andrew served as Chairman of the Board of SBANE from 2009-201 1. The Smaller Business Association of New England, is a 500 member strong organization founded in 1g3B to advance the interests of smaller businesses throughout the six state region.
    [Show full text]
  • The Fiduciary Obligations of Public Officials
    St. Mary's Journal on Legal Malpractice & Ethics Volume 9 Number 2 Article 4 8-2019 The Fiduciary Obligations of Public Officials Vincent R. Johnson St. Mary's University School of Law, [email protected] Follow this and additional works at: https://commons.stmarytx.edu/lmej Part of the American Politics Commons, Law and Society Commons, Legal Ethics and Professional Responsibility Commons, Legal Profession Commons, Legal Remedies Commons, Models and Methods Commons, Other Political Science Commons, Other Public Affairs, Public Policy and Public Administration Commons, President/Executive Department Commons, Public Administration Commons, Public Law and Legal Theory Commons, and the State and Local Government Law Commons Recommended Citation Vincent R. Johnson, The Fiduciary Obligations of Public Officials, 9 ST. MARY'S JOURNAL ON LEGAL MALPRACTICE & ETHICS 298 (2019). Available at: https://commons.stmarytx.edu/lmej/vol9/iss2/4 This Article is brought to you for free and open access by the St. Mary's Law Journals at Digital Commons at St. Mary's University. It has been accepted for inclusion in St. Mary's Journal on Legal Malpractice & Ethics by an authorized editor of Digital Commons at St. Mary's University. For more information, please contact [email protected]. ARTICLE Vincent R. Johnson The Fiduciary Obligations of Public Officials Abstract. At various levels of government, the conduct of public officials is often regulated by ethical standards laid down by legislative enactments, such as federal or state statutes or municipal ordinances. These rules of government ethics are important landmarks in the field of law that defines the legal and ethical obligations of public officials.
    [Show full text]
  • Resource Efficiency and Fiduciary Duties of Investors Final Report
    Resource Efficiency and Fiduciary Duties of Investors Final Report ENV.F.1/ETU/2014/0002 DG Environment mmmll Resource efficiency and fiduciary duties of investors Resource Efficiency and Fiduciary Duties of Investors Final Report European Commission, DG Environment This report has been produced by Ernst & Young Cleantech and Sustainability Services (France) on behalf of the European Commission. Contract details European Commission, DG Environment, ENV.F.1/ETU/2014/0002 Study on resource efficiency and fiduciary duties of investors Main authors: Contributing authors: . Eric Mugnier . Rita Schuster . Caroline Delerable . Marine Dehayes . Adrian Tan . Antoine Hélouin Disclaimer The information and views set out in this study are those of the author(s) and do not necessarily reflect the official opinion of the Commission. The Commission does not guarantee the accuracy of the data included in this study. Neither the Commission nor any person acting on the Commission’s behalf may be held responsible for the use which may be made of the information contained therein. 2 Resource efficiency and fiduciary duties of investors Table of Contents Abstract ........................................................................................................... 5 Résumé ............................................................................................................ 6 Executive Summary ........................................................................................... 7 Synthèse .........................................................................................................12
    [Show full text]