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There was, however, also very strong support for the concept of the unitary board and for the legal duties of executive and non-executive directors to be the same. Moreover, some were concerned that if liability were reduced, non-executive directors would not take their responsibilities so seriously and this could undermine the unitary board.
At a time when the perceived risks associated with being a non-executive director are growing, there must be a risk that such perceptions could reduce the willingness of able people to take on non-executive director roles. Just like Mr Justice Park worried in Re Continental Assurance Co of London plc (unreport: 27 April 2002), ‘…if the non-executive directors were liable to pay millions of pounds to the liquidators in this case, it is hard to imagine any well-advised person ever agreeing to accept appointment as a non-executive director of any company.’
【注释】 Ben Pettet Company Law Longman Law Series 2000 ch 9 p 173
Bristol and West Building Society v Mothew Ch 1 per Millett LJ at p.18
Percival v Wright 2 Ch 421
Per Lord Greene M.R in Re Smith& Fawcett ltd. Ch 304, at 306, C.A.
Gower’s Principles of Modern Company Law(15th London Sweet & Maxwell 1992) p. 554
Farrar’s Company Law(4th edition London Edinburgh and Dublin 1998) p. 380
Farrar The Responsibility of Directors and Shareholders for a Company’s Debts (1989) 4 Canta L R 12
s. 309(1) Companies act 1985
Farrar’s Company Law(4th edition London Edinburgh and Dublin 1998) p. 386
Hampel Committee Report, para 1.17
Ben Pettet Company Law Longman Law Series 2000 ch 9 p 179
2 ch 506
Sealy Cases and Materials in Company Law (5th Edition Butterworths London, Dublin, Edinburgh 1992) p 287
AC 821
11 ACLR 715
Farrar’s Company Law(4th edition London Edinburgh and Dublin 1998) p. 520
Desmond Wright & Brian Creighton Rights & Duties of Directors (2th London Edinburgh and DublinButterworths 1998) p47
Modern Company Law review: Developing the Framework para3.62 p38
1 ALL ER 378
BCLC 460
Ben Pettet Company Law Longman Law Series 2000 ch 9 p 183
Desmond Wright & Brian Creighton Rights & Duties of Directors (2th London Edinburgh and Dublin Butterworths
1998) p50
Ben Pettet Company Law Longman Law Series 2000 ch 9 p 174
] CH 401
Boyle & Birds’ Company Law 4th edition Jordans 2000 p538
Boyle & Birds’ Company Law 4th edition Jordans 2000 p549
Desmond Wright & Brian Creighton Rights & Duties of Directors (2th London Edinburgh and Dublin Butterworths 1998) p47
Farrar’s Company Law(4th edition London Edinburgh and Dublin 1998) p. 332
Derek Higgs Review of the role and effectiveness of non-executive directors Consultation Paper 7 June 2002 p3
Boyle & Birds’ Company Law 4th edition Jordans 2000 p355
Derek Higgs Review of the role and effectiveness of non-executive directors Consultation Paper January 2003 p28-29
Cadbury Report para4.4-4.6 p20-21
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