Luxembourg
Answer ... The primary responsibility of the board of directors (one-tier structure) and the management board (two-tier structure) is the careful, diligent and wise management of the company. The supervisory board (two-tier structure) is responsible for the permanent supervision of the management exercised by the management board.
Luxembourg
Answer ... The board of directors or the management board has the most extensive powers to pursue the object of the company, with the exception of those powers reserved by law or the articles of association to the general shareholders’ meeting or, where applicable, the supervisory board.
Luxembourg
Answer ... (a) Strategic planning?
The main responsibility for the company’s strategic planning lies with the board of directors or the management board. The X Principles require the board of directors of Luxembourg issuers to specifically decide on the values and objectives of the company, its strategy and the key policies to be implemented.
(b) Risk management?
The X Principles require the board of directors of Luxembourg issuers to decide on the level of risk acceptable to the company and to establish the main categories of risk faced by the company (eg, financial, strategic, operational, legal and reputational risks). The X Principles further require the board of directors to consider non-financial risks and to integrate corporate social responsibility aspects in their business strategy.
(c) Major and related-party transactions?
Any material transaction between an issuer and a related party is subject to the prior approval of the board of directors/management board.
(d) Conflicts of interest?
Directors shall avoid any conflict of interest. Under the Companies Law, a conflict of interest arises where a director has a direct or indirect financial interest that conflicts with that of the company.
Luxembourg
Answer ... The chairman of the board has certain responsibilities relating to the procedure of board meetings. Independent directors and non-executive directors, if any, shall not be responsible for the management of the company; while executive board members may also execute management functions in the company. In practice, board members – both independent and executive – often have different areas of expertise, but share the same responsibilities with regard to their function as board members.
Luxembourg
Answer ... Directors’ duties are generally owed to the company. The main duties of directors and other members of the management bodies are as follows:
- to manage the company with a certain level of diligence and prudence (en bon père de famille) on a best efforts basis and without the requirement to meet a specific result;
- to ensure that the interests of the company prevail over their personal interests and avoid any conflicts of interest;
- to ensure that they have and maintain the necessary skills, qualities and time capacity; and
- to avoid the disclosure of any confidential information.
Luxembourg
Answer ... Directors and members of the management board and of the supervisory board may be held liable as follows:
- towards the company, if they committed a fault that damaged the company;
- towards the company or third parties, if their conduct was in breach of the applicable law and/or the articles of association. In this case, shareholders may individually act against the directors or members of the management committee if they prove to have been independently prejudiced.
- in accordance with tort regulation; and/or
- in accordance with the provisions of the Criminal Code or the criminal provisions of the Companies Law.