The duties of a Company Director

Have you ever considered what your responsibilities are as a company director?  It is important to remember that as a company director good governance and board effectiveness are key requirements when making management decisions.  The appointment of a new director should be more than just a tick box exercise.

It is also important to remember that a director’s prime responsibility is towards the ‘company’ and not the company’s stakeholders.

When an individual is registered at Companies House as a new director they must understand and acknowledge that they have taken on specific duties and obligations and therefore if in the future a director states that they were unaware of these duties, this will not stand up in Court.  Ignorance of these duties is no defence.

 CODIFIED (FIDUCIARY) DUTIES AS PER COMPANIES ACT 2006

• Duty to act within your powers;
• Duty to promote the success of the company;
• Duty to exercise independent judgment;
• Duty to exercise reasonable care, skill and diligence;
• Avoiding a ‘situational’ conflict;
• Disclosing a ‘transactional’ conflict;
• Accepting benefits from third parties.

Apart from the above codified duties there are many other responsibilities that a director should consider.  When making any decisions as a director, the following should also be taken into account:

• The potential long-term consequences for the company;
• The interests of your employees;
• Maintaining the Company’s good reputation;
• To grow and nurture profitable relationships with customers and suppliers;
• The impact of the Company on the environment and local community.

NON COMPLIANCE OF DUTIES

If a director breaches company law or is negligent in any of the fiduciary duties, it should be remembered that there can be serious consequences.

If you have any queries regarding the above or would like to discuss your tax affairs generally, please do not hesitate to contact Cathy Dilena at cathy.dilena@wardwilliams.co.uk