What are the director’s fiduciary duties?

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The principal Fiduciary Duties of Directors as per Section 228, Companies Act 2014 are:

  • To act in good faith in what the director considers to be the interests of the company;
  • To act honestly and responsibly in relation to the conduct of the affairs of the company;
  • To act in accordance with the company’s constitution and exercise his or her powers only for the purposes allowed by law;
  • Not to use the company’s property, information or opportunities for his or her own benefit, or that of anyone else, unless (a) this is permitted expressly by the company’s constitution or (b) the relevant use has been approved by a resolution of the company in general meeting;
  • Not to agree to restrict the director’s power to exercise an independent judgement unless (a) this is expressly permitted by the company’s constitution or (b) the case concerned falls within limited exceptions;
  • To avoid any conflict between the director’s duties to the company and the director’s other (including personal) interests, unless the director is released from his or her duty to the company in relation to the matter concerned, whether by the company’s constitution or by a resolution of the members in general meeting;
  • To exercise the care, skill and diligence which would be exercised in the same circumstances by a reasonable person having both (a) the knowledge and experience that may reasonably be expected of a person in the same position as the director and (b) the knowledge and experience which the director has; and
  • (As mentioned above) to have regard to the interests of the company’s employees in general and its members.
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