What are the general duties

of a director?
 To act within Powers vested on him
 To act in a way the director consider is
most likely to promote the success of the
company for the benefit of its member as a
whole.
 To exercise independent judgment, that
is, not to subordinate the director’s power
to the will of others.
 To exercise reasonable care, skill and
diligence.
To avoid conflicts between the interests of
the director and those of company.
Not to accepts the benefits from the third
parties by reason of being director.
To maintain the confidentiality of the
company’s affair.
 Board of Directors
A board of directors is a body of elected or appointed
members who jointly oversee the activities of a
company, a government agency and other various
types of companies. A board of directors activities
are determined by the power , duties and
responsibilities conferred on it by an articles of the
company. In other words it can be described as a
group of individuals, that are elected as, or elected to
act as, representative of the shareholders to
establish corporate management related policies
and to make decisions on major company issues.
In general, the board makes decision on
shareholders’ behalf as a fiduciary and looks
out for the financial well being of the company.
The activities that fall under are hiring and
firing of executives, dividend policies,
determining executive’s compensation. In
addition to those duties, a board of directors is
responsible for helping to support a corporate
goal, support executives in their duties.
The structure and powers of the board is
determined by the company’s articles and law
prevailing in the corporate world, which
includes number of members, the manners in
which they are elected, how often they are
elected. The number of members of a board
can vary in size. Some companies have boards
with as many as 31members or as few as 3.
The ideal size of a board is 7.
 Breach of duties by Directors

The Company has various option

open to it when any of its directors
is found breaching duties and
responsibilities during his or her
period in the office of directors. The
option are listed below:
 Restoration of the company’s
property- A director may be ordered
by the court to restore the company
property if it is proved that the
director has unlawfully entered
into the business transaction with
the other party.
Order of Injunction- The company can obtain
a Court Injunction against a director to stop
continuation of breach of duty.

Compensation and damages- Where the case

of breach of duty has been reported against a
director, the company can demand that the
erring director pay compensation and damages
to the company.
 Revocation of contract- This is
possible where the company is able
to show that the alleged contract
was ultra vires and for that the
contract made by director is
considered as void and the contract
of the director is also terminated.