Directors Duties Flashcards
Legislation
Companies act 2006
Directors
Legally responsible for running a business
s.171
Duty to act within powers
s.172
Duty to act in good faith
s.173
Duty to exercise independent judgement
s.174
Duty to exercise reasonable care, skill and diligence
s.175
Duty to avoid conflict of interest
s.176
Duty to not accept benefits
s.177
Duty to declare interest in proposed transaction or agreement
Duty to act within powers
1 - must act in accordance to companies principles and exercise their powers for purposes they were conferred
Duty to act in good faith
2 - act in a way they believe will promote success of the whole company, considering all members
Duty to exercise independent judgement
3 - develop their own informed view on company activities
Duty to exercise reasonable care, skill and diligence
4 - must perform functions with “ “ expected from person with that knowledge and expertise
Duty to avoid conflict of interest
5 - must declare if arrises, relationship with other entity, personally benefit
Duty to not accept gifts or benefits from third parties
6 - may be allowed reasonable corporate hospitality if no CoI