Director duty of care and good faith: conflicts barred, undue gains repayable and breaches attract statutory fines. Directors must act in accordance with the company articles and in good faith to promote the company's objects for the benefit of members and the wider interests of the company and stakeholders; they must exercise due and reasonable care, skill and diligence and independent judgment, avoid situations of direct or indirect conflict of interest, not assign their office, and must repay any undue gains, with statutory fines provided for contraventions.