As part of the duty, a director of a company stands in a fiduciary relationship towards the company and shall observe the utmost good faith towards the company in a transaction with it or on its behalf. He or she shall act at all times in what the director believes to be the best interests of the company as a whole so as to preserve its assets, further its business, and promote the purposes for which it was formed, and in a manner that a faithful, diligent, careful, and skillful director would act in the circumstances. Besides, a director is not to use for his or her own advantage the money or property of the company or confidential information or special knowledge obtained in his or her capacity.

Required:
List THREE (3) civil liabilities that are to be brought against a director who commits a breach of duty and violates the rules regarding conflict of interest.

(6 marks)

  • A director and any other person who knowingly participated in the breach is liable to compensate the company for the loss it suffers as a result of the breach.
  • A director shall account to the company for a profit made by the director as a result of the breach.
  • A contract or any other transaction entered into between the director and the company in breach of that duty may be rescinded by the company.
    (Section 209 of the Companies Act, 1963 ACT 179)
    (2 marks each for 3 points stated = 6 marks)