What is a 'non-delegable duty,' and provide an example relevant to corporate governance.

• A. A duty that cannot be delegated; example: board's duty to ensure compliance with law and avoid willful misconduct.
• B. A duty that is optional for the board; example: evaluating executive performance.
• C. A duty that expires after one year; example: annual compliance review.
• D. A duty that can be delegated to committees; example: appointing a nominating committee.

Answer: (C)

A non-delegable duty is an obligation that cannot be passed off to others; the board retains ultimate responsibility for it. In corporate governance, the board’s duty to ensure compliance with the law and to avoid willful misconduct is a classic example. Even though management or a compliance committee can handle day-to-day tasks, policies, and reporting, the board must oversee these efforts, verify they’re effective, and answer for any violations to shareholders and regulators. This ultimate accountability cannot be delegated away, which distinguishes non-delegable duties from tasks that committees or management can perform on the board’s behalf.

The other ideas don’t fit the concept: duties don’t simply expire after a year, so a time limit isn’t how non-delegable obligations work; labeling a duty as optional misstates that the board must always have it; and while committees can handle many tasks, the requirement to oversee and ensure lawful, ethical conduct remains with the board itself, not something that can be fully delegated.