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The seven general duties of directors are:
1 To act within powers
The directors must act in accordance with the company’s constitution. In doing so they should also observe their duty to ‘exercise their powers for a proper purpose’ i.e. Bamford v Bamford.
2 To promote the success of the company
All decisions made by the board must be done so with the aim of ‘enhancing shareholder value’. However when making such decisions consideration should be given to the long term impact of the decision and the impact on a range of stakeholders such as employees, members and the local community.
3 Exercise independent judgement
Directors must not delegate their decision making powers or be swayed by others. They may delegate their functions to others but must continue to make independent judgements.
4 Exercise reasonable skill, care and diligence
The directors can be called to show that they have exercised:
(a) 'The general knowledge, skill and experience that may reasonably be expected of a person carrying out the functions carried out by the director in relation to the company;'
And
(b) 'The general knowledge, skill and experience that the director has.'
In essence this creates both an objective test in (a) and a subjective test in (b) consistent with the Re City Equitable Fire and Dorchester Finance v Stebbing cases.
5 Avoid conflicts of interest
The directors must avoid conflicts of personal interest. Where a director is able to profit from a commercial opportunity owing to their executive position it is likely the company will be able to recover any profits made by the directors even when they act in good faith per Regal (Hastings) v Gulliver.
6 Not to accept benefits from a third party
Where a director accepts gifts or bribes from a third party they are likely to be in breach of their duty to avoid a conflict of interests. However such transactions can be authorised by the members of the company, though not the board.
7 To declare interests in proposed transactions
Where a director is likely to have a direct or indirect interest in a contract or transaction with the company they must disclose this in full to both the members and the board before such transactions actually occur.