Directors’ duties have developed over many years and are constantly evolving. Traditionally, directors’ duties under Hong Kong law are only owed to shareholders collectively as a whole. In line with global developments and emerging trends, the short-term view of profitability for shareholders is giving way to a longer-term or sustainable view of profitability, taking into account the interests of relevant stakeholders. In parallel, enforcement of directors’ duties permissible by the company concerned, subject to limited exceptions, has given way to more expansive statutory rights under the Companies Ordinance. Directors and governance professionals should understand the developments in Hong Kong.

This paper highlights developments in the area of directors’ duties to take into account environmental, social and governance (ESG) developments for sustainable business operations.