Company Directors' Duties under the Good Corporate Governance Systems and Lessons from the Pin Chakkaphak Case

Abstract

The article analyses the major principles of the good corporate governance in the common law in comparison with those in the Thai legal system. It focuses, in particular, on the standards of a duty of care and diligence applied to company directors in Australian and English cases, and compares the different standards set out in the <i>Australian Corporations Act 2001</i> (Cth) and <i>Thai Public Company Limited Act BE 2535 </i>(1992). It goes on to discuss in detail <i>Pin Chakkaphak v Government of Thailand </i>(2001) and the failure on the part of the Thai Government in the case in the English High Court to extradite Mr Pin Chakkaphak, the former president of Finance One Co Ltd, from the UK. The article argues that the <i>Pin Chakkaphak </i>case clearly demonstrates a number of loopholes in Thai corporate laws and financial regulations, which need to be substantially reformed by incorporating an objective standard of a duty of care imposed on company directors and a duty to avoid insolvent trading.