Best Practices for Performing Fiduciary Duties as a Corporate Director

Fulfilling fiduciary duties is one of the most important responsibilities of a corporate director. These duties—loyalty, care, and obedience—form the foundation of trustworthy and lawful governance. Adhering to best practices ensures compliance and builds lasting credibility.

1. Attend and Prepare for Board Meetings

• Attend meetings regularly and on time
• Review board materials in advance
• Ask questions and contribute to informed discussions

2. Monitor and Supervise Management

• Evaluate officer competence and integrity
• Ensure accountability through performance reviews and reporting systems
• Follow up on red flags or issues raised during meetings

3. Maintain Oversight of Corporate Activities

• Stay current on industry practices and company operations
• Conduct regular audits and risk assessments
• Support internal compliance programs and ethics policies

4. Document Decisions and Dissent

• Ensure detailed minutes are kept for each board meeting
• Record votes, abstentions, and rationales
• Document legal or financial advice received

5. Disclose and Manage Conflicts of Interest

• Disclose any personal or financial interests in board matters
• Recuse yourself from related votes or discussions
• Follow corporate procedures for reviewing related-party transactions

6. Promote a Culture of Integrity

Directors set the tone from the top. Foster an environment of transparency, fairness, and ethical behavior that permeates the organization.