Directors’ duties under CA 2006

Chapter 2 of Part 10 of the Companies Act 2006 (CA 2006) codified certain long-standing common law and equitable duties of directors. In summary, the seven general duties under CA 2006 are:

1. •

   to act within their powers

2. •

   to promote the success of the company

3. •

   to exercise independent judgment

4. •

   to exercise reasonable care, skill and diligence

5. •

   to avoid conflicts of interest

6. •

   not to accept benefits from third parties

7. •

   to declare an interest in a proposed transaction or arrangement

Who are the duties owed by?

The general duties apply to all the directors of a company. ‘Director’ is defined to include any person occupying