Duties and Responsibilities of Boards in Company Groups

This publication provides an overview of the duties and responsibilities of boards in company groups across 45 jurisdictions. The introduction outlines the global landscape of company groups, their economic role and the principal challenges they present with respect to corporate governance polices. Part I develops a typology of legal and regulatory approaches that jurisdictions have taken to address these challenges. Part II highlights differences and commonalities across jurisdictions, especially as they relate to: how directors may take into account group interests; procedures for managing conflicts of interest; compensating losses incurred by a group company for the benefit of the group; transparency around group purposes and allocation of business opportunities; and allocation of responsibility for company policy and oversight between parent and subsidiary boards. Additional chapters offer case studies of recent and specific approaches to company group governance in Colombia, India, Israel and Korea.