Biz judgement rule and directors' liability

Directors, including independent directors, are equally liable for omissions and commissions of the company

In a company, the board of directors (hereafter, board) has the statutory authority and responsibility to manage and govern the company. The board is the trustee of the funds entrusted to the company by shareholders. The auditor is also a key actor in corporate governance. Shareholders appoint the auditor to report whether financial statements are presenting the true and fair view of the financial position and performance of the company. The auditor’s responsibility also includes reporting fraud or suspected fraud, although he/she is not expected to dig out frauds. The Company (Auditor’s) Report Order (CARO) requires the auditor to report