What directors are thinking.

• Author: Atkins, Betsy
• Position: BOARDBOOK: Top of Mind

BETSY ATKINS, DIRECTOR: Wynn Resorts, SL Green Realty Corp., Volvo and Covetrus

U.S. corporate governance movements have had a history of following some of the very positive innovations that have come out of the UK and Europe. For example, boardroom gender diversity is a movement that started in Europe (Scandinavia) and we see how it's now influenced us here in the U.S. in a very positive way.

In the U.S. our "duty of loyalty" is clearly identified as being to our shareholders. We believe in being good corporate citizens, embracing ESG (environmental, social and governance issues), having a company with a mission and a purpose, and making business decisions that "do the right thing" for the company first, its shareholders (which normally would include the other constituencies of customers, employees, vendors, etc.).

UK Corporate Governance Code (formerly known as the Combined Code) sets the standards of good practice for listed companies on board composition, shareholder relations, accountability, etc. The code is published by the Financial Reporting Council (FRC).

Although many great advances have resulted from the standards put in place by the FRC, the idea that there should be a broader definition of who directors owe a duty of loyalty to is very concerning.

The...