Board members are liable for the proper discharge of their management duties.

Negligent management or non compliance with certain legal provisions often constitute sufficient reason to invoke the liability of board members (BMs).

It is essential that BMs are part of an appropriate corporate governance set-up which allows them to make decisions knowingly.

This practical and interactive training session focusses on the legal framework governing the roles and responsibilities of board members and aims at presenting practices of good corporate governance.


First part: general principles of the liability regime

Legal and regulatory bases (Luxembourg, EU, OECD & universal principles)

Some basic principles – reminder

- Powers of the management bodies

- Terms of office (start, end, remuneration...)

- Delegation of powersLegal obligations and rules of good conduct

- Accumulation of legal and regulatory provisions

- Basic obligations and due diligence standards

- Ancillary obligations resulting from “fiduciary duties”Liabilities

- Civil liability

- Special liabilities (f.i. in a (pre-)insolvency context)

Recommendations and tendencies in respect of governance

Second part: what is expected from you as Board Member based on Luxembourg, EU and OECD principles

Internal governance

- Governance models – the three corporate models

- The key principles of an internal governance charter

Checklist for a board member

- General organisation / governance

- Content of discussions / Board information and understanding

Third part : share experience with our speakers among the following topics (1h30)

  • What “first time” board members need to know?
  • Added-value and role of independent directors to the functioning of financial institutions
  • Interactions with other board members
  • Dealing with conflicts of interest
  • Interactions and communication between shareholders and the board
  • Questions and answers session


Our speakers come from all over our specialised and complementary teams, covering all legal, regulatory, taxation and advisory aspects of doing business in Luxembourg. We invite you to check our training agenda where the speakers are listed on each training session.

Target Group

Directors, managers or experienced executives who want to strengthen their understanding of the different aspects of director duties and perform their function in the most efficient manner.


​4 hours.



For any information, please contact us by e-mail institute@arendt.com