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Directors appointed to the board form the central authority in UK companies. In carrying out their functions, directors (whether formally appointed, de facto, or "shadow directors" [1]) owe a series of duties to the company. [2]
directors owe duties to the corporation, [1] and not to individual shareholders, [2] employees or creditors outside exceptional circumstances; directors' core duty is to remain loyal to the company, and avoid conflicts of interest; directors are expected to display a high standard of care, skill or diligence; directors are expected to act in ...
However, put broadly corporate governance in UK law focuses on the relative rights and duties of directors, shareholders, employees, creditors and others who are seen as having a "stake" in the company's success.
Long title: An Act to reform company law and restate the greater part of the enactments relating to companies; to make other provision relating to companies and other forms of business organisation; to make provision about directors’ disqualification, business names, auditors and actuaries; to amend Part 9 of the Enterprise Act 2002; and for connected purposes
First, UK company law determines the constitution, governance and finance of major corporations. Much of the Companies Act 2006 concerns the duties of company directors, and the rights of members, who are usually registered as
All companies registered under the Companies Act 2014 are required to appoint a company secretary, who may also be a company director. The company secretary of a private limited company must have "the skills or resources necessary to discharge his or her statutory and other duties" [3] while that of a public limited company must meet two out of ...
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The duties imposed on directors are fiduciary duties, similar to those that the law imposes on those in similar positions of trust: agents and trustees. The duties apply to each director separately, while the powers apply to the board jointly. Also, the duties are owed to the company itself, and not to any other entity. [41]