Directors should ensure company financial reports and audits are reliable, and act against corporate fraud, he told a seminar on stock market offences organised by the regulator, the Securities and Exchange Commission (SEC).
Directors should also ensure they have properly understood documents on which they are asked to make decisions.
"(They) have duty to make further inquiries when appropriate so that they are able to come to independent views on matters and not merely act as a 'rubber stamp' on decisions that have wider ramifications," de Silva said.
The seminar was held to raise awareness and educate directors and senior managers of listed companies on offences under the SEC Act and their duties and obligations.
Certain Sri Lankan business leaders have in the past criticised their colleagues in the boardrooms for not tak