| Abstract [eng] |
This master’s thesis provides a comprehensive analysis of corporate governance and shareholders’ right to information in the context of corporate social responsibility (CSR). First, the concept and significance of CSR are examined, along with the notion of corporate purpose as established in Lithuanian law. It is found that CSR, defined as an integral part of corporate governance, is shaped between two main economic theories: the shareholder primacy principle and the stakeholder theory. Lithuanian legislation does not explicitly stipulate that a company’s purpose extends beyond profit maximization for shareholders; however, trends in case law demonstrate a broader interpretation of corporate interests, which may include goals other than profit-seeking. The thesis explores the regulation introduced by the Corporate Sustainability Reporting Directive and its impact on the fiduciary duties of governing bodies, namely, the duties of loyalty and care, on the competence of supervisory bodies, and on shareholders’ right to information. The analysis shows that the European Sustainability Reporting Standards (ESRS) established by the directive broaden the duty of loyalty by requiring governing bodies to consider the interests of stakeholders when making decisions. The duty of care is also expanded, as decisions must be made based on an assessment of risks, consequences, and other relevant factors within the scope of the ESRS, meaning that governing bodies must take into account information that the company has identified as material (double materiality assessment). The activities of supervisory committees established for sustainability reporting purposes are expected to help distribute responsibility for the implementation of the ESRS. Finally, it is concluded that neither Lithuanian law, nor case law, nor the directive itself provides a sufficient basis for minority shareholders to exercise the right to access commercial (trade) secrets or confidential information within the ESRS framework, particularly in companies with concentrated ownership. As a result, minority shareholders are effectively prevented from acting actively, despite the EU’s encouragement of their involvement in pursuit of sustainable corporate governance. |
