51 Relationship between the duties and the company’s constitution

A director has a duty to act in accordance with the company’s constitution1. It follows that a company is free to impose more onerous requirements on their directors than the statutory duties demand by including appropriate provisions in their articles of association. For example, the articles could require shareholder authorisation in relation to directors’ remuneration. On the other hand, the company’s articles may not dilute the duties, although this rule is subject to a number of exceptions. For instance, a director will not be in breach of the duty to exercise

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