AA 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 or on behalf of the company.
(2) A director shall always act in what the director believes is in the best interest of the company as a whole so as to preserve the assets, further the business, and promote the purposes for which the company was formed, in the manner that a faithful, diligent, careful, and ordinarily skillful director would act in the circumstances and in doing so shall have regard to (a) the likely consequence of any decision in the long term, (b) the impact of the operations of the company on the community and the environment, and (c) the desirability of the company to maintain a reputation for high standards of business conduct.
(3) A director of a company shall (a)act in accordance with the constitution of a company, and (b) only exercise powers for the purposes for which the powers are conferred.
(4) In considering whether a particular transaction or course of action is in the best interests of the company as a whole, a director may consider the interests of the employees, as well as the members, of the company, and, where appointed by, or as representative of, a special class of members, employees, or creditors may give special, but not exclusive, consideration to the interests of that class.
(5) A director shall exercise independent judgment.
(6) A provision, whether contained in the constitution of a company, in a contract, or in a resolution of a company shall not relieve a director from the duty to act in accordance with this section or relieve the director from a liability incurred as a result of a breach of a provision of this section.
Exercise of powers of directors
(1) The directors shall not, without the approval of an ordinary resolution of the company, exceed the powers conferred on the directors by this Act, and the constitution of the company, or exercise those powers for a purpose different from that for which those powers were conferred, although the directors may believe the exercise of those powers is in the best interests of the company.
(2) Where a director (a)fails to take reasonable steps to comply with subsection (1), or (b)acts or omits to act in contravention of
subsection (1), the director is personally liable to pay to the company or to any other person, the amount of moneys lost to the company or to the other person or the monetary value of the damages caused to, or suffered by, the company or that person as a result of the failure, act or omission of the director.
(3) Where the directors (a) fail to take reasonable steps to comply with subsection (1), or (b) act or omit to act in contravention of subsection (1), the directors are jointly and severally liable to pay to the company or to any other person, the amount of money lost to the company or to that other person, or the monetary value of the damages caused to, or suffered by, the company or that other person as a result of the failure, act or omission of the directors.
(4) An amount of money due and payable by virtue of subsection (2) or (3) may be recovered as a civil debt by the company or that other person.
(5) This section is in addition to, and not in derogation of, sections 192 and 193.
