Order Rights and duties of Directors

Order Rights and Duties of Directors
Order Rights and duties of Directors
Rights 97
177 Can directors delegate some or all of their duties? 97
178 Are there any limits to the number of directorships
that I can hold? 97
179 As a director am I entitled to access to all the company’s
statutory records, minute books and accounting records? 98
180 What right does a director have to call a meeting
of the members? 98
181 As a director I want to take independent advice on my
responsibilities. Can I insist that it be paid for by the company? 98
Duty of care 99
182 I hear quite a bit about the directors’ duty of care.
What does it mean? 99
183 Can you supply a sentence that best sums up a director’s
duty of care? 99
184 Would it be right to assume that the standards needed to fulfil the
duty of care are the same for all directors in all companies? 99
185 Can the courts, when considering an alleged failure of the
duty of care by a director, use hindsight and second-guess
the actions of the directors? 100
Order Rights and duties of Directors
186 Is it necessary that, in order to fulfil the duty of care, a
director should possess or acquire special knowledge? 100
187 I have heard that the courts are requiring a higher standard
of care than was formerly the case. Is this correct? 101
xvi 501 QUESTIONS FOR COMPANY DIRECTORS AND COMPANY SECRETARIES
188 One of our directors has behaved badly and is clearly in
breach of his duty of care. Does this mean that all the
directors are liable? 101
189 Should my company take out directors’ and officers’
liability insurance? 101
190 I was a director of a company that is now threatening to
bring an action against me for negligence. Can they do
that and what will happen if the case succeeds? 102
191 An action is being brought against me for an alleged failure
in the course of my duties as a director of a company. Will I be
indemnified by the company? 103
192 What is meant by relief granted by the courts? 103
193 The answers to the last two questions are quite worrying.
Is there any evidence that people are refusing to be directors
and is there any prospect of the law being changed? 104
194 Will you give an example of an old case concerning a
director’s duty of care? 104
Order Rights and duties of Directors
195 The Dorchester Finance Case is often quoted in connection
with the duty of care. What happened? 105
196 I am an unpaid non-executive director so presumably all this
nonsense about the duty of care does not apply to me.
I am right aren’t I?
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