"At present in New Zealand, directors' core legal obligation is simply to act in what they think is the best interests of the company - which will often, but not necessarily, be what is in the best interests of the existing shareholders," Shirtcliffe said.
"Requiring them, on each occasion, to have regard to a list of factors is novel and a move away from longstanding law," he said in a statement.
The Hayne Royal Commission noted that directors have a duty to pursue the long-term interests of the business, as distinct from the short-term gain.
In addition, Shirtcliffe said there could also be increased liability risks for directors as litigation funders become more active in the New Zealand market, raising the importance for directors of good director and officer insurance cover and of boards being able to rely on manageable information flows.
Chapman Tripp partner Roger Wallis said several of the firm's clients expect to see a widening of the expectations both on and of directors.
"But, as of now, the strict legal obligation is still relatively narrow – to act "in what they believe is the best interests of the company" which "will often, but not necessarily, be what is in the best interests of existing shareholders," he said.
"Another debate we touch on in our commentary is at what point the use of dedicated board committees can compromise the board's ability to take a broad strategic view, and reduce its effectiveness – an argument raised recently by veteran Australian director David Murray," Wallis said.
Other themes expected to occupy boardrooms in 2019 include:
• a strong focus on culture as the ripple effects from the Hayne Inquiry and the FMA/Reserve Bank reviews are "sluiced" through the system.
• closer scrutiny on directors from shareholders, stakeholders and regulators
• more comprehensive disclosure requirements
• increased liability risks, and
• continued development of a distinctive iwi strand in the wider governance culture.
