Corporate Governance Liabilities and Obligations of Directors of Commercial Companies

António da Cunha Reis, Company Secretary, Portucel, Empresa Produtora de Pasta e Papel, Portugal

The development of securities markets led to an intense debate on the structure and control of companies with their share capital open to public investment, as it has been recognised that a solid commitment to corporate governance is critical to establishing trust and credibility among investors. The lack of corporate governance mechanisms and recent scandals in big companies have shown the weaknesses of institutions and the necessity of setting values, rules, procedures and operational practices, which can be able to ensure the security and participation of shareholders. As a result of those debates we were able to assist to a recent review in the Portuguese Companies Code (PCC) and some recommendations on Corporate Governance of the Portuguese Markets Regulation Body (CMVM). Recently has also been submitted to public appreciation a study for a Corporate Governance Law, which aims to adopt some practices that have been followed up in other markets. Corporate Governance can, therefore, be defined as the set of values, rules, procedures, policies or recommendations that affect the way in which a corporation is directed or administered.