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ARTICLE · 31 OCTOBER 2019

Shareholder primacy already requires directors to actively consider non-shareholder interests

Directors must understand - responsibilities to the community go beyond their obvious responsibilities for shareholders.

AustraliaCorporate/Commercial Law

The debate with a false premise and the downside of law reform

Introduction

During the Banking Royal Commission, outgoing NAB chairman Ken Henry said directors should understand 'their responsibilities to the community go beyond their obvious responsibilities for shareholders'.

That sparked a flurry of commentary suggesting Dr Henry's remarks reflected a drastic shift in the existing 'shareholder primacy' approach, an interpretation dependent on the assumption that shareholder primacy requires directors to act solely in the interests of shareholders because the interests of shareholders and other stakeholders are necessarily in conflict.

More recently, on 19 August 2019, the US Business Roundtable released a revised 'Statement on the Purpose of a Corporation', with the Roundtable's 181 CEO members (who represent some of the biggest companies in America) saying they 'share a fundamental commitment to all our stakeholders'.

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