1. Directors’ Duties - Companies Act 2014 Eleanor Daly, General Counsel FEXCO

2. 1 st June 2015…. Companies Act 2014 - Directors’ Duties

5. Relevant Directors

6. Directors who have been properly appointed Shadow directors De facto directors Executive & Non Executive directors Relevant directors? Companies Act 2014 - Directors’ Duties

7. Non-executive directors Companies Act 2014 - Directors’ Duties Sure glad the hole isn’t at our end!

8. 8 Fiduciary Duties

9. 1. Act in good faith in the interests of the company 2. Act honestly and responsibly 3. Act in accordance with the company’s constitution 4. Use the company’s property, information or opportunities only for the interest of the company 5. Not to agree to restrict his/her power to exercise independent judgment 6. Avoid conflict of interests unless authorized 7. Exercise care, skill and diligence 8. Have regard to the interests of the members and employees Directors’ duties Companies Act 2014 - Directors’ Duties

10. Act in good faith in the interests of the company Companies Act 2014 - Directors’ Duties

11. Act in accordance with the constitution Companies Act 2014 - Directors’ Duties

12. Act honestly and responsibly Companies Act 2014 - Directors’ Duties

13. Use of company property, information or opportunities

14. Use of company property Companies Act 2014 - Directors’ Duties

15. Use of company information Companies Act 2014 - Directors’ Duties

16. Use of company opportunities Companies Act 2014 - Directors’ Duties

17. Restrictions on the independent judgement of the director Companies Act 2014 - Directors’ Duties

18. Duty to avoid conflicts of interest Companies Act 2014 - Directors’ Duties

19. Have regard to the interests of employees Companies Act 2014 - Directors’ Duties Option AOption B Benefit to the Company Employees Benefit to the Company

20. Duty to exercise care, skill and diligence Companies Act 2014 - Directors’ Duties

21. Experience and knowledge increases the duty of care Companies Act 2014 - Directors’ Duties Young director, no formal education Senior director, qualified as an accountant

22. Questions?