Director duties1 May 2025 07:55
In the context of the FT article and generally, it’s worth recapping on directors duties;
Company directors’ duties are primarily governed by the Companies Act 2006, specifically sections 171 to 177. These duties apply to all company directors—executive, non-executive, shadow, and de facto directors. Here’s a clear breakdown:
Statutory Duties of Directors under UK Law
1. Duty to Act Within Powers (s171)
• Directors must act in accordance with the company’s constitution (e.g. articles of association) and only exercise powers for their proper purposes.
2. Duty to Promote the Success of the Company (s172)
• Directors must act in good faith to promote the success of the company for the benefit of its shareholders.
• This includes considering:
• Long-term consequences
• Interests of employees
• Relationships with suppliers, customers, and others
• Impact on the community and environment
• Company reputation
• Fairness between members
3. Duty to Exercise Independent Judgment (s173)
• Directors must not allow others to influence their decisions unduly and must use their own judgment.
4. Duty to Exercise Reasonable Care, Skill, and Diligence (s174)
• Directors must perform their role to the standard expected from someone with their general knowledge and experience, and any additional expertise they claim to have.
5. Duty to Avoid Conflicts of Interest (s175)
• Directors must avoid situations where they have (or could have) a direct or indirect interest that conflicts with the interests of the company.
6. Duty Not to Accept Benefits from Third Parties (s176)
• Directors must not accept benefits (like gifts or hospitality) from third parties if it could result in a conflict of interest.
7. Duty to Declare Interest in Proposed Transaction or Arrangement (s177)
• If a director has a personal interest in a transaction the company is considering, they must declare it to the other directors.
Duties 2,3,4 and 5 are particularly pertinent.
Shall we have a little game of call out the potential breaches in the context of THG?
I’ll go first. Great John St Hotel.