3.6.1 Introduction on duties of independent directors

The two previous sections (3.4 on the composition of the board and 3.5 on the role of independent directors) complement each other. Similarly, there is a connection between sections 3.6 on the duties of independent directors and 3.7 on their liabilities.

In the comparable parts of the chapter on the UK, section 2.6 on the duties of NEDs receives much more emphasis than 2.7 on the liability of NEDs because in the UK the duties are extensively described in corporate governance codes onder the "comply or explain" concept and in the Companies Act of 2006. Moreover, the UK has produced little in the way of only sparse liability litigation, but more disqualification cases.

In short, there is more emphasis in the UK on aspirational and best practice duties, whereas in the US the emphasis tends to be on liability litigation. Therefore this section on duties in the US situation is shorter than the next section (3.7) on liabilities.

The Netherlands has a large volume of Civil Code law on companies, a best practice code, case law in a special court for the inquiry of the mismanagement of companies, called the "Enterprise Chamber" and separately from that there is liability litigation in the civil courts. The balance between duties and liability in the Netherlands could be said to be somewhere in the middle, between the UK and the US.