Director duties and liabilities: statutory duties, conflict avoidance, and potential personal liability under the new corporate regime.
Directors must act in accordance with the articles of association and in good faith to promote the company's objects, exercising independent judgment and reasonable care, skill and diligence. They must avoid direct or indirect conflicts of interest and refrain from securing undue personal advantage. Independent and non executive directors are liable only for acts done with knowledge, consent, connivance or lack of diligence, whereas whole time directors and officers may attract broader civil, criminal and regulatory liabilities, including personal responsibility for fraudulent conduct and prescribed statutory defaults. (AI Summary)