Insights into US Directors' and Senior Executives' Duties In-Depth Analysis of Responsibility System and Practical Cases

In-Depth Analysis of the Responsibilities of Directors and Senior Executives in the U.S.

In the corporate governance structure of the United States, the board of directors and senior management, collectively referred to as directors and supervisors, play a crucial role. These institutions and personnel are not only responsible for formulating the company's strategic direction but also bear the important tasks of safeguarding shareholder interests, ensuring compliant business operations, and preventing risks. From recent dynamics in the U.S. capital market, the responsibilities of directors and supervisors have gradually expanded from traditional oversight and management functions to broader areas, including the implementation of environmental, social, and governance ESG standards. This shift reflects the modern enterprise's high regard for social responsibility and sustainable development.

According to a research report by Fortune magazine, in recent years, U.S. listed companies have increasingly emphasized the professional diversity of their board members. For example, more and more companies tend to hire directors with backgrounds in law, finance, or technology to address the increasingly complex business environment. This trend is particularly evident in the high-tech industry, as these industries' rapid development requires board members to possess cross-disciplinary knowledge and experience. To improve decision-making efficiency, many companies have also introduced independent director systems to enhance the independence and objectivity of the board.

In terms of specific responsibilities, the boards of American companies primarily focus on several core tasks. First, the board must supervise the management team to ensure its actions comply with legal requirements and protect shareholders' rights. For instance, in early 2025, Tesla attracted attention from the U.S. Securities and Exchange Commission SEC due to alleged data privacy issues. In response, Tesla's board swiftly intervened in the investigation and implemented a series of corrective measures, such as strengthening internal audit processes and improving data protection policies, thus avoiding potential legal risks. Second, the board also participates in major decision-making, such as mergers and acquisitions, strategic planning, and executive appointments. Notably, in recent years, an increasing number of companies have established specialized ESG committees at the board level to drive progress in environmental protection, social responsibility, and corporate governance.

Senior management focuses more on execution-level work, translating the board's strategic vision into concrete action plans and achieving long-term corporate goals through efficient operational management. Take Apple as an example. Under the leadership of CEO Tim Cook, Apple has consistently focused on enhancing innovation capabilities and social responsibility. Under his guidance, Apple has not only launched multiple popular products but also promoted renewable energy projects globally, contributing to mitigating climate change. This approach, which combines commercial value with social benefits, has earned high recognition from investors and the public.

It is worth noting that as external regulatory environments change, U.S. companies' directors and supervisors must continually adjust their behavioral patterns. For instance, since the 2008 financial crisis, the United States has enacted a series of bills aimed at strengthening financial market regulation, with the most notable being the Dodd-Frank Act. This act requires listed companies to establish more robust internal control systems and submit detailed compliance reports regularly to regulatory agencies. In this context, directors and supervisors must not only be familiar with relevant laws and regulations but also maintain close communication with external auditors to ensure all company operations meet the latest compliance standards.

Beyond legal constraints, the behavior of U.S. corporate directors and supervisors is also influenced by pressures from the capital market and public opinion. With the popularity of social media, public attention to corporate social responsibility has increased. Once a company is exposed for improper behavior, its brand image may suffer severe damage, potentially affecting stock performance. Modern corporate directors and supervisors must not only focus on short-term performance but also consider long-term brand reputation building. For example, Unilever has faced criticism over supply chain management issues in recent years. To improve this situation, Unilever has not only strengthened its supplier review process but also proactively disclosed relevant information, earning consumer trust and support.

In summary, the responsibilities of directors and supervisors in U.S. companies have become diverse and specialized. They must fulfill traditional oversight and management functions while actively adapting to new requirements and driving enterprises to steadily advance on the path of sustainable development. For Chinese companies, drawing lessons from successful experiences in the U.S. undoubtedly holds significant reference value. Only by establishing a scientifically sound governance mechanism can they remain invincible in the global competitive landscape.