Just a heads up for those wondering what the legal duties of a...

Just a heads up for those wondering what the legal duties of a director of a company were. Just posting this as there has been many postings about when and how directors are liable for breaching their duties (and I just finished a corps law exam)

DIRECTORS DUTIES

1) Under the Corporations Act there is an extensive scheme of civil and criminal penalties which may permit courts to ban a director acting as director for an extensive period of time, may order a director to pay compensation to the company and sometimes its creditors and there may be prison time for those directors that breach their duties with a necessary element of dishonesty

Care and diligence s 180
To act in good faith in the interests of the company and for proper purposes s 181
Not to act improperly or use their position to gain advantage or cause detriment to company s 182 (officers included)
Not to improperly misuse information obtained as director, officer or employer s 183 (officers included)
General law duties and remedies s185
Not to allow company to trade while insolvent s588G

ASIC sues when corporations act is used

2.Fiduciary duties (based in equity and trust) AND
Special catergory of relationships. Special obligations attach to fiduciary relationships. The director/co relationships is one of trusts as there is an opportunity for director to abuse the position of trust to benefit themselves at the expense of the company. Equity therefore imposes duties of loyalty and good faith. Relationships of trust and confidence where director undertakes to act for benefit of company.

Duty to act in good faith in interest of co
Duty to use power for proper purposes
Duty to retain discretions (independent approach)
Duty to avoid actual or potential conflicts of interest
Duty of care and diligence to co

Here the company can sue the directors.