Being a Director of a Company requires a keen understanding of not just the market but also the legal responsibilities that come with leadership. For company directors, these responsibilities are encapsulated in statutory duties – a set of legal obligations designed to ensure that directors act in the best interests of the company and its stakeholders. In this blog, we will explore the importance of these statutory duties, their impact on corporate governance, and how they contribute to the overall health and sustainability of a company. Whether you’re a seasoned executive or an aspiring director, understanding these duties is crucial for fostering ethical, transparent, and successful business practices. Join us as we delve into the key aspects of directors’ statutory duties and why they are essential for maintaining trust, accountability, and long-term success.

SEVEN KEY REASONS WHY DIRECTORS HAVE STATUTORY DUTIES

1. Protection of Shareholders and Stakeholders: Directors are entrusted with managing the company on behalf of the shareholders. Statutory duties ensure that directors act in the best interests of shareholders and consider the impact of their decisions on other stakeholders, such as employees, customers, suppliers, and the community.
2. Accountability and Transparency: Statutory duties hold directors accountable for their actions and decisions. This accountability helps to ensure that directors act transparently and in good faith, reducing the risk of misconduct and promoting trust in the company.
3. Prevention of Fraud and Mismanagement: By imposing legal obligations, statutory duties help prevent fraudulent activities and mismanagement. Directors are required to act with care, skill, and diligence, reducing the likelihood of negligence or reckless behavior that could harm the company.
4. Promotion of Ethical Behavior: Statutory duties encourage directors to adhere to ethical standards. This includes avoiding conflicts of interest, not exploiting their position for personal gain, and ensuring that their actions align with the company’s values and legal obligations.
5. Legal Compliance: Directors must ensure that the company complies with all relevant laws and regulations. Statutory duties emphasize the importance of legal compliance in areas such as financial reporting, environmental laws, employment laws, and more.
6. Sustainable Business Practices: Directors’ duties often include considerations of long-term sustainability and corporate responsibility. This ensures that directors make decisions that are not only beneficial in the short term but also sustainable and responsible in the long term.
7. Investor Confidence: Strong statutory duties enhance investor confidence. Investors are more likely to invest in companies where they believe the directors are legally obligated to act in their best interests and manage the company responsibly.

THE KEY STATUTORY DUTIES OF DIRECTORS OF UK COMPANIES

1. To promote the success of the Company: You must act in good faith to promote Company success; in doing this you must consider the:
– consequences of decisions made – including in the long-term interests of the company’s employees
– need to foster the company’s business relationships with suppliers, customers, and others
– impact of the company’s operations on the community and environment
– company’s reputation for high standards of business conduct
– need to act fairly between members of the company
If the company becomes insolvent, your director’s duties no longer apply towards the company but to the creditors.
2. To exercise reasonable care, skill, and diligence: You must perform your role as director to a high standard. You must perform to the best of your ability and accept the responsibilities and expectations associated with this role. The more qualified or experienced you are, the greater the standard required of you.
3. To act within powers: You must have access to and understand, learn, and comply with the company’s constitution. Its articles of association and any shareholder’s agreements set out what powers are granted to directors and the purpose of those powers.
4. Form independent judgements: To exercise independent judgement: you must not allow your powers as a director to be controlled by others. It is ok to accept advice but you must exercise your own independent judgment to make final decisions.
5. Declare Interest in Proposed Transaction or Arrangement:
You must tell the other directors if you have an interest in a proposed transaction or arrangement the company is considering: for example, the company proposes to enter a contract with a business owned by a family member.
6. Not to accept benefits from Third parties: You must not accept benefits from people other than your company (or a person acting on behalf of the company). Third-party benefits might be perceived as giving rise to a conflict of interest, offered to you because you are a director, or for acting, or not acting in a certain way as a director.
In certain circumstances the company may authorise the acceptance of benefits where it is clear that no conflict of interest exists, for example, to enable you to benefit from reasonable corporate hospitality.
7. To avoid conflicts of interest:
– you must avoid putting yourself in situations where your loyalties might be divided
– you should consider the positions and interests of your family in case of potential conflicts
If you disclose a conflict of interest there is a process to authorise you to continue to act. This duty continues to apply after you cease to be a director as regards the exploitation of any property, information, or opportunity you became aware of in your position as a director.
8. Other duties: apply to you as a director, for example:
– to not misapply the company’s property
– to apply a duty of confidentiality
– to keep records of all Board and Shareholder decisions and the decision-making process, these need to be kept for at least 10 years. Minutes may be referred back to in the event of a dispute could or be required to assess whether you have fulfilled your duties.
– filing obligations with Companies House, HMRC, and other regulatory or official bodies. Both annual and event-driven filings, whilst these may be delegated to advisors the directors remain legally responsible.
– other UK legislation eg health & safety legislation and data protection

For a free Directors training session on Directors Duties please contact your account manager at Virtual Company Secretary Limited who will advise of the impact on your company and any action you need to take. 

For further information, please contact us here.

The information above does not in any way constitute advice. Seeking specialist expertise and support is highly recommended for all Company Directors.