Director
A director is an officer of a company and member of the board who has the strategic responsibility of a company particularly to ensure that the company abides by the various laws.
The codified duties of the directors, as introduced by the Companies Act 2006 are:
- Act within constitution/powers (s.171)
A director of a company must act in accordance with the company's constitution and only exercise powers for purposes conferred.
- Promote the success of the company (s 172)
A director of a company must act in a way he considers in good faith would be most likely to promote the success of the company for the benefit of the members as a whole.
- Exercise independent judgement (s 173)
A director is not required to be independent and is entitled to properly rely on advice or the work of others but must exercise his own judgement.
- Exercise reasonable skill, care and diligence (s 174)
A director must exercise the care, skill and diligence that would be exercised by a reasonably diligent person.
- Avoid conflict of interest (s 175)
A director must avoid a situation in which he has or can have a direct or indirect interest that conflicts, or possibly may conflict, with the interests of the company.
- Not accept benefits from third parties (s 176)
A director of a company must not accept a benefit from a third party conferred by reason of his being a director of his doing (or not doing) anything as a director.
- Declare interests in proposed transactions (s 177)
If a director of a company is in any way interested in a proposed transaction or arrangement with the company, he must declare the nature and extent of that interest to the other directors.
S 171- 174 were introduced on 1 October 2007
S 175-177 were introduced on 1 October 2008
At MSP we are able to assist you with the board of directors of your company and all your statutory compliance requirements. Please call us on 0207 637 5216 or email us on for further information on directors and their duties.
