Modern corporate compliance efforts are the product of an evolution of thinking about the dimensions of the supervisory role of boards of directors and boards of trustees. Since the 1996 Delaware Chancery Court decision in In re Caremark International, Inc. Derivative Litigation these individuals have been subject to enhanced responsibility for legal compliance by corporations they oversee as a function of the duty of directors to exercise due care.

Prior to Caremark, directors could avoid liability for breach of fiduciary duty so long as, in good faith, they were not actually aware of violations of law by corporate officers.

The court in Caremark added the important duty that directors must ensure that the corporation maintains a compliance program that is reasonably calculated to detect violations, and where appropriate bring issues to the attention of the board of directors.

Subsequent cases have reaffirmed this premise. While stopping short of holding directors accountable for all failures of the compliance program, these decisions have forced boards to consider what is commonly referred to as their "Caremark Duties" and have made corporate compliance a board agenda item.

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