Dev ii8 Feb 2019 10:20
A quick guide to Directors' Duties in the Cayman Islands
Fiduciary Duties Good faith Directors must act loyally, honestly and in good faith in what they consider to be the best interests of the company. The test is subjective, although the Court will test whether the director genuinely believed that he was acting in the company's best interests. The duty is owed to the company alone, and not to its shareholders, subsidiaries, holding company or associated companies. Proper Purpose Directors must exercise their powers only for the purpose for which they were conferred and not for any personal or collateral purpose. Confidentiality Directors owe a duty of confidentiality to the company and may only use or disclose information obtained in confidence in the course of their directorships for the benefit of the company. Avoid Conflicts Directors must avoid placing themselves in a position where there is an actual or potential conflict between their duty to the company and a duty owed to another person or entity. Declare Interests Directors must disclose any interest in any proposed or existing transaction involving the company. No Secret Profits If a director becomes aware of any opportunity while acting as a director, he cannot make a personal profit from it. Promote Success Directors must act in a manner likely to promote the success of the company and act for the benefit of its members as a whole. Exercise Independent Judgment Directors must exercise independent judgment, including when delegating matters and deciding whether to follow any advice obtained, and may not for example agree to exercise their powers in accordance with instruction from a third party. No Fettering Discretion Directors must not restrict their ability to exercise independent judgment on the company's behalf. For example, a director cannot agree with a third party to vote in any particular way at a board meeting. No Misapplication of Property Directors must not retain for their own benefit or pass to third parties property forming part of the business of the company. No Exceeding Authority Directors must not act beyond the powers allocated to them. Company's Governing Documents Directors must act in accordance with the company's articles of association, constitution and shareholder resolutions.