When governance types and board directors talk about duty of care, they tend to mean the usual suspects; shareholders, employees, customers, regulators, communities, and sometimes even the environment. Duty of care is a fundamental legal and ethical obligation, requiring directors to act in good faith, make informed decisions, and prioritise the interests of the organisation (ie its stakeholders, or as I like to call them impacted parties). This principle is baked into governance rules and structures worldwide, supposedly to ensure that board members remain diligent, responsible, and accountable for their decisions.
Traditionally, duty of care means staying informed about the company’s financial position, risks, and strategic direction. It means showing up prepared for board meetings, asking insightful, and ensuring that the board’s decisions are made with “sound judgment and due diligence”. Directors are expected to oversee compliance with laws and the long-term sustainability of the business.
They are fiduciaries, stewards of the company, and guardians of stakeholder interests etc etc.
So, it’s all for the aforementioned stakeholders.
Obviously, not all board decisions will impact different stakeholders equally, and in the same direction. For example, firing a bunch of staff might be good for profits, but it’s not good for employees or morale. However, I’m not going to dive into how you might prioritise these stakeholders.
Instead, I want you to consider how the widely accepted definition of company stakeholders, for whom you have a duty of care, often overlooks two crucial groups. I will put it to you that WITHOUT CONSIDERING THEM, we’re not truly fulfilling our duty of care.
Who are we missing?
First, your fellow directors. It seems obvious, but yes, they are stakeholders in the organisation and they matter. They do not sit apart or outside, even if they are independent or unpaid. The people around the boardroom table rely on each other. Their views, insights, time, engagement, and willingness to challenge or support shape the quality of boardroom discussions and, ultimately, decision-making. You have a duty to show up, be respectful, create a safe space, listen, and might I say, care for each other.
Are you the kind of director you’d want sitting beside you?
And the missing stakeholder?
It’s you.
Deep down, you also have a duty of care to yourself. As I mentioned in my last article, burnout is a real issue for board members, especially in the voluntary space. But, so is anxiety, uncertainty, and the weight of governing in an increasingly complex world where policy, corporate norms can do a 180-degree turn in the blink of an eye. And, technology can blow a way laid plan out of the water.
Directors are expected to perform at a high cognitive level, yet many neglect the habits that enable sustained performance.
So, I encourage you to think a little bit like an elite athlete, where your sport is corporate governance and your brain is the main muscle to train.
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Rest. You make better decisions when you’re not running on fumes.
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Train. Keep learning, sharpening your skills, and developing resilience.
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Support. Get a team of people around you; mentors, a coach, even a therapist.
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Fuel. Treat your mind and body like they matter…because they do.
Your ability to lead, contribute, and serve (your stakeholders) depends solely on your ability to sustain yourself in long board meetings, marathon AGMs, and ultimately for the big decisions.
Yes, take care of your stakeholders. Just don’t forget that one of them is staring at you in the mirror.
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