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单词 directors’ duties
释义

directors’ duties
Obligations owed by a director of a company. The purpose of such duties, which are based on the common law and equitable principles, is to safeguard the interests of the company. The duties are owed to the company (Companies Act 2006 s 170) and apply also to shadow directors to the extent provided for by common law or equitable principles (s 170(5)). The Companies Act sets out seven “general” duties:

the duty to act within the powers of the company’s constitution and to exercise the powers for the purposes for which they are conferred (s 171) (Howard Smith Ltd v Ampol Petroleum Ltd [1974] AC 821(PC); Eclairs Group Limited v JKX Oil & Gas Plc [2015] UKSC 71);
the duty to act in good faith to promote the success of the company for the benefit of its members as a whole (s 172) (Re Smith & Fawcett Ltd [1942] Ch 304);
the duty to exercise independent judgment (s 173) (Fulham Football Club Ltd v Cabra Estates plc [1994] 1 BCLC 363(CA));
the duty to exercise reasonable care, skill, and diligence (s 174) (Re City Equitable Fire Insurance Co Ltd [1925] Ch 407);
the duty to avoid conflicts of interest (s 175) (Regal (Hastings) Ltd v Gulliver [1942] 2 AC 134(HL));
the duty not to accept benefits from third parties (s 176) (Boston Deep Sea Fishing Co v Ansell [1888] 39 Ch D);
the duty to declare an interest in any proposed transaction or arrangement with the company (s 177).
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更新时间:2024/10/27 5:36:56