Corporate Focus - Spring 2013

PUBLIC COMPANY

The dilemma of the dissenting director

Heidi Watson and Hannah Doherty

Board meetings benefit from healthy debate amongst directors, but decisions are usually made by way of majority vote. What is a dissenting director to do?

Keep turning up

• The UK Corporate Governance Code (the Code) recommends that directors should raise their concerns at board meetings and, where their concerns cannot be resolved, they should ensure that they are recorded in the board minutes
• A director cannot absolve themselves from liability incurred during their term of office simply by resigning
• Continued attendance at board meetings will help demonstrate that the director is exercising reasonable care, skill and diligence in the performance of their duties