Business Ethics and Corporate Governance, Second Edition

DUTIES AND RESPONSIBILITIES OF DIRECTORS

Directors have certain duties to discharge. These are: (i) fiduciary duties; (ii) duties of care, skill and diligence; (iii) duties to attend board meetings; and (iv) duties not to delegate their functions except to the extent authorized by the Act or the constitution of a company and to disclose his interest.

With regard to fiduciaries, directors must (a) exercise their powers honestly and bona fide for the benefit of the company as a whole and (b) not to place themselves in a position in which there is a conflict between their duties to the company and their personal interests. They must not make any secret profit out of their position. Further, the fiduciary duties of directors are owed to the company ...