“More of an Art Than a Science” (Foreword to the book “The Art of Director Excellence”)

The Art of Director Excellence, Volume 1: Governance – Stories from Experienced Corporate Directors by John Hotta (De Gruyter, 2023, ISBN: 9783110689105)

6 Pages Posted: 29 Nov 2023

See all articles by Douglas Chia

Douglas Chia

Rutgers Law School; Fordham University School of Law

Date Written: October 4, 2023

Abstract

Board directors are tasked with performing a job that has existed for centuries with-out definition, other than the abstract concept of fulfilling“fiduciary duties,”and for which there are no proven methods that, even when applied with precision, will al-ways lead to the intended outcomes. Instead, directors must rely on applying what common law refers to as“business judgment,”based on their own expertise and experience, to fact patterns where the same decisions made in analogous situations may lead to strikingly different outcomes. Directors have a duty to monitor management’s compliance with an ever-expanding set of requirements and responsibilities, but they must do so relying primarily—sometimes exclusively—on information provided by the very management they are monitoring. This means that even a well-qualified board with strong leadership that follows best practices can make decisions that end in failure or fail to take actions to forestall crises.

Keywords: corporate, board, directors, governance, ESG

Suggested Citation

Chia, Douglas, “More of an Art Than a Science” (Foreword to the book “The Art of Director Excellence”) (October 4, 2023). The Art of Director Excellence, Volume 1: Governance – Stories from Experienced Corporate Directors by John Hotta (De Gruyter, 2023, ISBN: 9783110689105), Available at SSRN: https://ssrn.com/abstract=4622477

Douglas Chia (Contact Author)

Rutgers Law School ( email )

123 Washington St
Newark, NJ 07102
United States

HOME PAGE: http://https://cclg.rutgers.edu/

Fordham University School of Law ( email )

150 West 62 Street
New York, NY 10023
United States

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