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Directors' duties are a series of statutory, common law and equitable obligations owed primarily by members of the board of directors to the corporation that employs them. It is a central part of corporate law and corporate governance. Directors' duties are analogous to duties owed by trustees to beneficiaries, and by agents to principals.
Logo of the Financial Reporting Council. The UK Corporate Governance code, formerly known as the Combined Code [1] (from here on referred to as "the Code") is a part of UK company law with a set of principles of good corporate governance aimed at companies listed on the London Stock Exchange.
The so-called "Anglo-American model" of corporate governance emphasizes the interests of shareholders. It relies on a single-tiered board of directors that is normally dominated by non-executive directors elected by shareholders. Because of this, it is also known as "the unitary system".
Under section 177, when directors are on both sides of a proposed contract, for example where a person owns a business selling iron chairs to the company in which he is a director, [17] it is a default requirement that they disclose the interest to the board, so that disinterested directors may approve the deal. The company's articles could ...
The duty of directors to produce a directors' report once a year is found in the Companies Act 2006 section 415. Under section 416, the contents must include the directors' names and the company's principal activities. The critical requirement is found in section 417(1). A business review must be carried out, though this is only for large ...
Shareholders control the company through a board of directors which, in turn, typically delegates control of the corporation's day-to-day operations to a full-time executive. Shareholders' losses, in the event of liquidation, are limited to their stake in the corporation, and they are not liable for any remaining debts owed to the corporation's ...
A further, though technically different, equitable remedy is that according to the US Supreme Court in Taylor v Standard Gas Co [55] corporate insiders (e.g. directors or major shareholders) who are also creditors of a company are subordinated to other creditors when the company goes bankrupt if the company is inadequately capitalized for the ...
It defined "large" as companies with shareholder equity over R50 million, but encouraged all companies to adopt the code. The key principles from the first King report covered: Board of directors makeup and mandate, including the role of non-executive directors and guidance on the categories of people who should make up the non-executive directors