Directors’ duties

Directors are under a duty imposed by the CA and general common law to exercise their powers and discharge their duties with a degree of care and diligence that a reasonable person would exercise in that position with the same responsibilities.

Directors are also under a duty to exercise their powers and discharge their duties in good faith in the best interests of the company, and to act for a proper purpose. Furthermore, directors are under a duty not to improperly use their position to either gain an advantage for themselves or someone else, or to cause detriment to the company, as well as not to improperly use information gained by virtue of being a director.

Further, directors have a general duty not to place themselves in a situation of real or possible conflict and not to have their discretions fettered.

See Directors’ duties.