Tone at the top

Directors and their duties to the corporation and to other directors.

Quiksilver Director Exits Amid Spat,” The Wall Street Journal, June 5, 2015 B2.  The other directors allegedly excluded another director from a critical vote, thinking that she couldn’t be objective.  She quits, publicly.

It’s one thing if someone is not elected director because of perceived conflicts.  But once they’re there, they’re there, and they have fiduciary obligations.  Did the other directors breach their duties by excluding her?  Is this outside the business judgment rule? Is this a sorority or a board?  Who advised the board that this was acceptable?

What does it say about the culture of a company that even the directors don’t live up to their obligations?

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Filed under Board, Controls, Culture, Culture, Duty of Care, Governance, Internal controls

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