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

1 st June 2015…. Companies Act Directors’ Duties

Relevant Directors

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

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

8 Fiduciary Duties

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 Directors’ Duties

Act in good faith in the interests of the company Companies Act Directors’ Duties

Act in accordance with the constitution Companies Act Directors’ Duties

Act honestly and responsibly Companies Act Directors’ Duties

Use of company property, information or opportunities

Use of company property Companies Act Directors’ Duties

Use of company information Companies Act Directors’ Duties

Use of company opportunities Companies Act Directors’ Duties

Restrictions on the independent judgement of the director Companies Act Directors’ Duties

Duty to avoid conflicts of interest Companies Act Directors’ Duties

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

Duty to exercise care, skill and diligence Companies Act Directors’ Duties

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

Questions?