| Commentary

45 Duty to exercise independent judgment

| Commentary

45 Duty to exercise independent judgment

A director of a company must exercise independent judgment, although this duty is not infringed by his acting:

  1. 45.1

        in accordance with an agreement which the company has duly entered into restricting its directors’ future exercise of discretion; or

  2. 45.2

        in any other way authorised by the company’s constitution1.

This duty codifies the previous principle of law under which directors were required to exercise their powers independently (that is, without subordinating their powers to the will of others, whether by delegation or otherwise) unless the company’s constitution authorised them to do so

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