Can the directors’ duty of care and diligence when applied to non-executive directors provide them with sufficient clarity as to the scope of the role that they play within a board, while holding them to account for a breach of their duty of care where appropriate?

The primary thesis question may be summarised as follows: can the directors duty of care and diligence when applied to non-executive directors provide them with sufficient clarity as to the scope of the role that they play within a board, while holding them to account for a breach of their duty of care where appropriate? The thesis concludes that there is scope to clarify the roles and responsibilities of executive directors, non-executive directors and management with respect to the flow of critical information that informs board decisions- and that such guidance will assist in clarifying the scope of the role played by non-executive directors.