The role and obligations of non-executive directors under Maltese law

Abstract

The corporate governance debate has, in the last two decades, reached a stronghold in Europe. Perhaps the most valuable aspect of a company’s governance is the constitution of its boardroom. Nonexecutive directors, in their independent and impartial, supposedly external nature, serve to keep the company’s managerial section in check. Indeed, their function is primarily supervisory, working to ensure that the company’s interests are looked to by the company’s executive guise. Unfortunately, Maltese law does not regulate the post of the non-executive director in a hard and fast manner. Instead, the authorities have chosen to recognise this entity through the inclusion of his role in various non-binding guidelines and soft law mechanisms. The question that shall be tackled in this paper is whether it is acceptable, in this day and age, for the non-executive director is post which deserves a proper defining of its role and obligations within hard law. A brief comparison to foreign jurisdictions has been included for the sake of completeness.