Guidance Note: Directors’ Duties, Conflicts & Loans
This Guidance Note: Directors’ Duties, Conflicts & Loans is a practical
‘how to’ guide for private companies covering the law surrounding
directors, particularly in relation to their duties, conflicts of interest
and any loans made to them by the company.
This Guidance Note includes a discussion of:
• Directors’ duties, particularly statutory duties under the Companies Act
• Penalties for breach of duty and ratification of breach;
• Shareholder litigation and derivative claims against directors;
• Conflicts of interest;
• Who are connected persons?;
• Substantial property transactions;
• Proceedings of directors;
• Remuneration, Expenses, Gratuities and Pensions; and
• Loans to Directors.
This Guidance Note is a useful ‘aide-memoire’ to a company secretary or
company director new to the role or a refresher for a more experienced
This Guidance Note should be read in conjunction with our other guidance
note on directors in this Co Sec Sub-folder –
Appointment & Termination of Directors
This Guidance Note is in open format.
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