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Duties & Responsibilities of Directors

April 2017

CMS is delighted to present the third edition of its Guide to Duties and Responsibilities of Directors.

With increased consolidation of business across Europe, executives of multinational groups can find that they are required to become directors of companies in a variety of jurisdictions, often at short notice. The regulatory regimes applicable to companies are getting tougher, and there is ever increasing scrutiny over management decisions.

The rules relating to directorships vary considerably from jurisdiction to jurisdiction. This Guide is intended to provide an overview of the duties and responsibilities of directors across 21 countries in Europe, together with Brazil, China, Mexico, Oman, Russia, Turkey, UAE and Ukraine, answering the most frequently asked questions for directors from another jurisdiction.

In many jurisdictions, there are various forms of company available, and the rules for directors vary according to the type of company used. This Guide focuses principally on the most common form of company for each jurisdiction, and on the rules which apply to executive / managing directors, covering the following key areas: eligibility requirements, method of appointment, method of removal, authority and representation, working rules of the board, contractual relationship with the company, conflicts of interest, director’s duties, liability, limitation of liability, immigration issues, taxation and social security.

This Guide is only intended to provide a general overview of the matters covered. It is based upon the law in each of the countries as at 1 January 2015. The information contained in this Guide is not comprehensive and does not purport to be professional advice.

We do hope that this Guide is both interesting and helpful to you and your daily work. For further information on rules for directors of private companies in Europe, contact any of the people listed in the section ‘Contacts’ from page 154, or your usual contact at CMS.

Duties & Responsibilities of Directors


Jan Schepke
Dr. Jan Schepke