| Abstract | The extent to which, if at all, Non-Executive Directors (NED) and Shadow Directors (SD) owe duties and liabilities to a company under English law has been the subject of rigorous debate between lawyers for many years. In contrast, the duties and liabilities of Executive Directors (ED) under English law were quite well defined. The Companies Act 2006 put those same duties and liabilities on a statutory footing and to an extent rendered the distinction between the two types of directors redundant. Therefore, the ED and NED are subject to the same duties, and caselaw demonstrates that SDs duties and liabilities are limited. The role of the NED, in corporate governance terms, has been strengthened by various reviews and iterations of the UK Corporate Governance Code. Embedding enlightened shareholder value in the codified director duties as part of a new Companies Act was a popular recommendation that was adopted in the 2006 statute by the UK government. Part one of this duo of articles explores the clarity in the application of director duties in the 15 years since the 2006 statute came into force, highlighting the rationale that underpins the changing role of the NED leading up to the new Corporate Governance Code as at 2018. Part two explores the impact of the new code itself. |
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