The Liability of Company Board Members: A Comparative Study on Civil, Criminal, and Disciplinary Aspects

Abstract

This study emphasizes the importance of corporate governance practices in providing strategic guidance for the direction and management of a company. It highlights the need for effective oversight of executive management by the board of directors and underscores the significance of holding the board of directors accountable to both the company and its shareholders. According to general principles, board members can be held responsible if they violate the law or the company's bylaws, whether their actions result in harm to the company and its shareholders or third parties. Board members may face various forms of responsibility, including civil, criminal, and disciplinary liability, depending on the circumstances. Any clause that attempts to exempt board members from liability for their actions is considered invalid, and they can only be absolved from responsibility in cases of force majeure, the fault of the aggrieved party, or actions by third parties. Therefore, this study discusses the multifaceted responsibilities of board members, encompassing civil, criminal, and disciplinary aspects.