Bank Directors Seminar, Coeur d'Alene, ID, September 15-17, 2019

FIDUCIARY DUTIES

Other common law duties owed to a corporation:  Duty of Good Faith , requiring intentional and conscious regard of duty and responsibilities, and action when required to act  Duty of Disclosure , requiring disclosure to shareholders of all material information  Duty of Independence , requiring objective decisions without undue management influence  Duty of Confidentiality , requiring protection of proprietary and confidential information  Duty of Inquiry , requiring scrutinizing of financial reporting, internal controls and compliance

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STATUTORY DUTIES

 Duty of loyalty standards: – Good faith – Best interest of the corporation  Duty of care standard:

“ The care that a person in a like position would reasonably believe appropriate under similar circumstances.”

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