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What is my role as a director?
Directors have a fiduciary duty to act in good faith in the best interests of the company and must put the interests of the company over their own personal interests. They also owe seven specific statutory duties under the Companies Act 2006:
What are my duties under the companies act 2006?
- To act within the powers given to them in the company’s constitution – usually, its articles of association.
- To promote the success of the company for the benefit of its shareholders as a whole – having regard to the long-term consequences of any decision, amongst other things.
- To exercise independent judgment.
- To exercise reasonable care, skill and diligence – this is judged against an objective standard reasonably expected of a company director and also takes into account the specific skill, knowledge and experience that the director actually has. More might be expected of an executive director with specific professional qualifications, such as the finance director, for example.
- To avoid conflicts of interest – for example, an interest in a competing business.
- Not to accept benefits from third parties – including, but not limited to, taking bribes.
- To declare interests in transactions or arrangements with the company – the company’s constitution typically will include further provision as to how conflicts of interest should be managed, for example, by restricting voting on affected transactions.
Failing to observe any of these obligations could give rise to a breach of directors’ duties claim.
Consequences of a breach of directors’ duties
Directors’ duties are owed to the company and, with limited exceptions, only a company can enforce them. The main exception is a derivative action by shareholders.
The usual remedy for breach of directors’ duties is compensation. Other remedies include an injunction against the director, setting aside the transaction, and having the director disqualified. Claims can be brought against the director personally and, crucially, their liability is not limited. This means that a director’s personal assets are potentially at risk if they are found to be in breach of directors’ duties.
If you are faced with a breach of directors’ duties at your organisation, speak to the commercial disputes team at Collyer Bristow. We take a commercial approach to cases, and are adept at the use of alternative dispute resolution methods, including direct face-to-face negotiations and mediation, to help clients find fast and cost-effective solutions to their disputes.
Breach of directors’ duties claims can have far-reaching consequences for the business. We act quickly to preserve your valued business relationships and prevent repetitions of the breach in the future.