Dužnosti direktora u održivom korporativnom upravljanju

The author addresses the issue of directors’ duties in the context of sustainable corporate governance. The Proposal for a Directive on Corporate Sustainability Due Diligence provides for an extension of the duties of the director, which implies that the director takes into account sustainability issues, including human rights, climate change and environmental impacts. In this way, the director’s duty of care would be harmonised at EU level, which has not been the case so far due to the existence of different concepts of the director’s duty and the company’s interest in the member states. The Proposal was preceded by a Study on Directors’ Duties and Sustainable Corporate Governance. The Study was heavily criticised. The Study proposes a reform of directors’ duties which, if adopted in its current form, could have far-reaching consequences for corporate governance. The paper also looks at the possible consequences of a change in the director’s duty of care in the way provided for in the Proposal for a Corporate sustainability due diligence directive. Finally, the paper considers whether it is appropriate to harmonise directors’ duties at EU level.