[Verse 1]
When you take your seat upon the board
Three duties bind you by your word
Care means using skill and sound judgment right
Loyalty puts the company's interests first in sight
Obedience follows laws and charter's call
These three foundations govern all
[Chorus]
Care, Loyalty, Obedience - CLO
The trinity that guides the flow
Business judgment rule protects your choice
When you use your reasoned voice
Care, Loyalty, Obedience - CLO
The fiduciary duties you must know
[Verse 2]
Duty of care demands attention paid
Informed decisions properly made
Read the documents, ask questions deep
Board meetings aren't the time to sleep
Gross negligence will break this trust
Reasonable diligence is a must
[Chorus]
Care, Loyalty, Obedience - CLO
The trinity that guides the flow
Business judgment rule protects your choice
When you use your reasoned voice
Care, Loyalty, Obedience - CLO
The fiduciary duties you must know
[Verse 3]
Loyalty means no conflicts of interest
Self-dealing transactions must be clearest
Disclose your stakes, recuse when needed
Corporate opportunities can't be exceeded
Put shareholders above your gain
Or liability will cause you pain
[Bridge]
D and O insurance shields the board
But only when duties aren't ignored
Derivative suits and breach of trust
Will pierce the veil when conduct's unjust
Indemnification has its limits too
When fiduciary duties aren't pursued
[Verse 4]
Obedience to law and corporate charter
Don't let illegal acts be a starter
Ultra vires acts beyond the scope
Will leave directors without much hope
Federal securities, state corporate law
These boundaries you cannot ignore
[Chorus]
Care, Loyalty, Obedience - CLO
The trinity that guides the flow
Business judgment rule protects your choice
When you use your reasoned voice
Care, Loyalty, Obedience - CLO
The fiduciary duties you must know
[Outro]
Board service is a sacred trust
These three duties are a must
Care, Loyalty, Obedience - CLO
Guide every choice and help you grow