RE: “This too shall pass…” Mahmud Kamani23 Aug 2025 21:42
Fiduciary Duties Of Directors
In the UK, company directors have specific fiduciary duties, which are legal and ethical obligations to act in the best interests of the company. These duties are primarily outlined in the Companies Act 2006. Directors must prioritize the company's success, avoid conflicts of interest, and act with reasonable care and skill.
Key Fiduciary Duties:
Duty to act within powers:
Directors must act in accordance with the company's constitution (Articles of Association) and only use their powers for the purposes for which they were conferred.
Duty to promote the company's success:
Directors must act in a way that is most likely to promote the success of the company, considering factors like the long-term consequences of their decisions, the interests of employees, the impact on the community and environment, and the need to maintain good business relationships.
Duty to exercise independent judgment:
Directors must exercise their powers independently and not be unduly influenced by others.
Duty to exercise reasonable care, skill, and diligence:
Directors must carry out their duties with a reasonable level of competence and attention.
Duty to avoid conflicts of interest:
Directors must avoid situations where their personal interests conflict with the interests of the company.
Duty not to accept benefits from third parties:
Directors must not accept benefits from third parties that could improperly influence their decisions.
Duty to declare interest in proposed transactions:
Directors must disclose any interest they have in a proposed transaction or arrangement that the company is about to enter into.