Fiduciary duties & governance essentials

Board roles carry real responsibility. Candidates should understand what directors owe the company, how governance decisions are made, and what “good oversight” looks like in practice.

The core fiduciary duties

• Duty of care: informed decision-making, appropriate diligence, and attention to materials and context.
• Duty of loyalty: acting in the best interests of the company, managing conflicts, and avoiding self-dealing.
• Oversight and good faith: active participation in governance, risk awareness, and responsible escalation when needed.

Conflicts and confidentiality

Board and advisory candidates are often active operators. That makes conflict management and confidentiality non-negotiable—especially when a search is confidential.

• Disclose potential conflicts early (investments, competitive roles, vendor relationships).
• Confirm availability and time commitment realistically.
• Keep mandate details confidential; avoid sharing company names or sensitive details outside the agreed process.

Committees and expectations

Committee work is where a lot of governance happens. The right fit depends on the committee mandate and the company’s stage.

• Audit: financial reporting oversight and risk controls.
• Compensation: incentive design, performance alignment, and executive compensation governance.
• Nominating & governance: board composition, refresh, independence, and governance standards.

What “good governance fit” looks like in introductions

In Fusio’s introduction-led model, we focus on eligibility clarity—scope, availability, and mandate alignment—before introductions are made. That helps both sides enter meetings with clearer expectations and better context.