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Roles, duties, responsibilities and mandates, Re City Equitable Fire…
Roles, duties, responsibilities and mandates
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Over the years, case law has developed and there are now certain mitigating factors that individual directors may be able to rely on
Through the operation of board policies and procedures, service contracts, their Articles and where relevant other regulatory requirements, different levels of authority and liability will be in place between directors and in particular executive and NED roles
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Collective responsiblity
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Under the CA all directors are treated equally and have the same rights, duties and liabilities as each other
Although boards act collectively, individual directors may be held to account where they have particular knowledge or experience on a specific matter
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Common law
The codified general duties of directors are based on certain common law rules and equitable principles
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Evolved over the years as a result of judges interrpreting, confirming and building upon previous judgements
The codified general duties are to be interpreted and applied in the same way as common law and equitable principles
Directors actions remain subject to the remaining, uncodified, common law rules and equitable principles such as breach of trust or minority oppression
Contractual
Directors may have obligations to take specific actions under the terms of commercial contracts entered into between the company and its customers and suppliers.
A breach of those terms in general might expose the company to legal action from the affected party.
Deliberate or wilful action or inaction on the part of one or more directors may expose them to personal action, in addition to any action against the company
Regulatory
Directors of company whose shares are publicly traded also have additional stuatory and regulatory duties and responsibilities
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