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Directors

s.173 To  This duty is not infringed by a director acting:
exercise
independent (a) in accordance with an agreement duly entered into by
judgment the company that restricts the future exercise of
discretion by its directors, or

(b) In a way authorised by the company’s constitution.

s.174 To  The standard expected of a director is that of a reasonably
exercise diligent person with:
reasonable
care and (a) the general knowledge, skill and experience that could
diligence reasonably be expected of a director, and

(b) The actual knowledge, skills and experience held by the
director.

s.175 To avoid  A director must avoid any situation which places him in direct
conflicts of conflict with the interests of the company or the performance
interest of any other duty.

 This duty is not infringed if the matter has been authorised by
the directors, provided the articles do not invalidate the
authorisation (in the case of a private company) or expressly
allow the authorisation (in the case of a public company).

 The relevant director does not count towards a quorum and
his votes are not included in determining whether
authorisation has been given.

s.176 Not to  A director must not accept any benefit from a third party
accept benefits which arises by reason of him being a director or
from third performing/not performing an act as a director, unless
parties acceptance cannot reasonably be regarded as likely to give
rise to a conflict of interest.

s.177 To  A director must declare the extent and nature of such an
declare an interest to the other directors.
interest in a
proposed  This declaration can be made in writing, at a board meeting
transaction or or by a general notice that he has an interest in a third party.
arrangement

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