Rethinking directors' duties in Hong Kong : general law obligations ill-suited for small Chinese family companies

In 1978, Lord Denning said in a speech that directors are a self-perpetuating oligarchy, because they select themselves to the board, and even though in theory the appointments are subjected to the shareholders' approval, more often than not this is automatic.1 His Lordship maintained that directors' powers are enormous so they are able exploit these powers for their self-interest at the shareholders' expense.2 Thus holding them accountable for their behaviour and decisions is fundamental to good corporate governance.