Corporate directors’ duties. The path to preventing human rights violations and enhancing accountability

Abstract

This thesis examines the role of corporate directors in preventing human rights violations and enhancing accountability through a stakeholder-oriented approach. The research addresses two main questions: the efficacy of stakeholder orientation for human rights protection and the optimal framing of directors' duties to enhance this protection. It explores key debates in corporate governance, contrasting shareholder-centric and stakeholder-oriented models, and their impact on corporate decision-making regarding human rights. The study evaluates current legal frameworks governing directors' duties, with a focus on European legislation, to determine if they support stakeholder approaches or remain entrenched in shareholder primacy. It investigates the integration of mandatory human rights due diligence into directors' responsibilities, analyzing legislative initiatives like the European Union Corporate Sustainability Due Diligence Directive (CSDDD). Practical recommendations are provided for incorporating due diligence into corporate governance to prevent human rights violations. Additionally, enforcement mechanisms and relevant case law are reviewed to assess the effectiveness of holding directors accountable for corporate misconduct. The thesis concludes that while stakeholder orientation shows promise, it is insufficient alone. Legislative reforms mandating explicit human rights duties for directors and establishing direct liability to affected groups are recommended to ensure robust corporate accountability and human rights protection.