What are the duties of directors under the common law

  1. The common law duties prescribe that directors of the company have to act in a manner so as to protect the best interest of the company, these core ’fiduciary duties’ include, but are not limited to the following:
  • Performing their duties with care and skill;
  • Carrying out their duties with proper diligence;
  • Acting in the best interest of the company;
  • Acting within their scope of authority and for a proper purpose;
  • Exercising proper judgment
  • Avoiding conflicts; and
  • Not using the company to benefit himself/herself (Fiduciary duties cannot conflict with other their personal interests).
  1. The New Companies Act, Act 71 of 2008 partially codifies the common law fiduciary duties, in the event that that the New Companies Act does not cater for an instance then the common law will prevail – in all other instances the New Companies Act is the determining authority.
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