act in good faith in all

matters that relate to the

Case: Re Smith & Fawcett Ltd
company

act for the benefit of

fiduciary duty to the
the company and
company to act in the
ACT BONA FIDE IN not in their own
interest of the company
THE INTERESTS OF interests
THE COMPANY

Cases: Re City Equitable Fire Insurance

Co Ltd, AWA Ltd v Daniels, Re City
Equitable Fire Insurance Co Ltd
Case: Re Micropack

ACT WITH EXERCISE Industries SdnBhd, Mills v
Section 213, Companies Act 2016 CARE, SKILL POWERS FOR Mills
AND THEIR PROPER
DIRECTOR

DIRECTOR
DILIGENCE PURPOSE

DUTIRES AND
A director is an agent of the company
and thus owes a fiduciary duty
3 Part to show the director
excercise of Fiduciary duties:
POWER
towards the company -Skill and diligence
not restrict the exercise of
-duty not to be delegate
their discretionary powers in
-care
the future
RETAIN

AVOID DISCRETION Case: Thornby v Goldberg

CONFLICT OF

INTERESTS

may not fetter their

discretion by a contract
with an outsider
accountable to the company for any not allow a situation to come where

secret profit their duties to the persons for whose

Case: Thornby v Goldberg

benefits they are required to act and
Case: Cook v Deeks, IDC v Cooley, their personal interests are in conflict
Peso–Silver Mines Ltd v Cropper,

Queensland Mines Ltd v Hudson Case: Aberdeen Railway Co v Blaikei

Bros
Section 218 (1), Companies Act 2016 Section 221(2) Companies Act 2016,