英文摘要 |
This Article attempts to explore the functions and responsibilities of the board of directors of a corporation to accommodate and to achieve the goals of the “environmental, social and governance issues” (ESG issues). In addition to general discussions, the climate risk management of financial institutions will be used as an example to discuss directors’ responsibilities of governance to be fulfilled and legal liabilities for failing to do so. In light of the current international regulatory trend, building either upon the basic requirements of emphasizing ESG and corporate governance, or upon the dependence of internal control of financial laws and regulations, directors of financial institutions bear certain responsibilities of governance, including the promulgations of policies and strategies, the establishments of the internal organizational structure, the mechanisms of authorization, supervision and review, information disclosure, and so forth, which aim not only to strengthen corporate internal control and governance structure, but also to emphasize the active role which directors and high ranking officers shall play. Basing on the foregoing, the goals of climate change and some ESG may not only be incorporated into the principle of acting for the maximum interests of the corporation, but also be breaches of the duty of loyalty and the duty of the care of a good administrator when directors are neglect of their governance responsibilities. Besides, when there is a false disclosure of ESG related information, there may be a violation of securities regulation and may give rise to directors’ civil liabilities. The application of substantive legal liabilities may still wait for future enactments of the legislative branch or for future judicial decisions to clarify. In spite of the lack of lawsuits which are apparently on the ground of failing to fulfil the governance responsibilities, such as accountable investments, sustainable finance, and climate change, an appropriate accountable mechanism is of certain significance in implementing the internal governance responsibilities of directors. |