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Duties of Directors and Officers
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Duty to Disclose Information
Obligates directors and officers to fully disclose material information relevant to the corporation's interests. Withholding information could lead to charges of fraud or breach of duty.
Duty of Confidentiality
Directors and officers must safeguard sensitive and confidential information of the corporation. Unauthorized disclosure can lead to legal consequences such as breach of contract or fiduciary duty.
Duty to Monitor
Implies that directors have a responsibility to oversee the corporation’s operations and its management. Failure in monitoring can lead to allegations of neglect and resultant legal issues.
Duty to Consider the Interests of Creditors
In situations nearing insolvency, directors must consider creditors' interests to avoid wrongful trading. Ignoring this can lead to personal liability for company debts.
Duty to Seek Professional Advice
When needed, directors must seek out professional advice to make informed decisions, failure to do so may be interpreted as neglect or misconduct.
Duty to Avoid Conflicts of Interest
Directors and officers must avoid situations where their personal interests conflict with those of the corporation. Failing to do so can lead to a breach of the duty of loyalty and legal action.
Duty to Mitigate Losses
Requires directors to take reasonable steps to minimize losses once aware that the corporation is or will be suffering them. Failure can enhance personal liability.
Duty to Declare Interest in Proposed Transaction
Directors must disclose any personal interest in transactions that the corporation is considering. Non-disclosure can lead to voidable transactions and legal action against the director.
Duty to Act within Powers
Directors and officers must act within the powers granted to them by the corporation's charter and bylaws. Exceeding these powers can result in ultra vires acts with legal ramifications.
Duty to Act for a Proper Purpose
Directors must exercise their powers for the proper purpose for which they were conferred, not for a collateral purpose. Misuse of power can result in legal action against a director.
Duty to Keep Proper Records
Mandates maintaining accurate financial records reflecting the company's transactions. Improper record keeping can lead to legal sanctions and accusations of mismanagement.
Duty of Loyalty
Mandates directors and officers to act in the best interests of the corporation and not to use their position for personal gain. Breaching this duty could result in conflicts of interest and legal consequences.
Duty to Promote Success
Directors should act in a way that they believe would be most likely to promote the success of the corporation for the benefit of its members as a whole. Failure to do so can result in breach of duty claims.
Duty to Refrain From Competing with the Corporation
Directors and officers cannot compete directly with the corporation they serve. Engaging in competition can be considered a breach of the duty of loyalty.
Duty to Ensure Compliance with Laws
Directors are charged with ensuring that the corporation complies with relevant laws and regulations. Non-compliance can result in penalties, both for the corporation and personally for the directors.
Duty of Care
Requires directors and officers to act with the care that a reasonably prudent person would use in a similar position and under similar circumstances. Legal implications include potential liability for negligence if this duty is breached.
Duty of Good Faith
Requires directors and officers to act with honesty and integrity in dealings on behalf of the corporation. Lack of good faith can invite legal challenges and liability.
Duty to Manage Risks
Involves identifying, evaluating, and addressing risks to the corporation's assets and its activities. Neglect in risk management can lead to financial losses and legal exposure.
Duty to Prepare and Approve Financial Statements
Requires directors to be involved in the preparation and approval of accurate financial statements. False statements can lead to legal charges like fraud or misrepresentation.
Duty to Convene Shareholder Meetings
Directors must ensure that shareholder meetings are convened as required by law. Failure to do so can breach the corporate governance principles and lead to legal penalties.
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