Corporate Governance & Compliance

Board Services and Directors' Duties

Board Services and Directors' Duties

We can assist your board of directors in the preparation of board meeting agendas and board meeting packs and provide advice to the chairperson in relation to the conduct of meetings.  If required, we will attend board meetings for the purpose of providing advice on company law matters, taking the minutes and thereafter prepare draft minutes and arrange for the circulation of same as required.

We can provide guidance in relation to the requirement for certain large companies to establish an audit committee and in relation to the preparation of the Directors’ Compliance Policy Statement.

The Companies Act 2014 sets out the duties of Directors to:

  • Act in good faith, in what the director believes to be the best interests of the company
  • Act honestly and responsibly in relation to the conduct of the company’s affairs
  • Act in accordance with the company’s constitution and exercise his or her powers solely for the purposes permitted by law
  • Not use the company’s property, information or opportunities for his or her own or anyone else’s benefit unless the constitution expressly so permits or such use has been approved by a shareholders’ resolution
  • Not agree to restrict the director’s power to exercise an independent judgment unless the constitution so permits or the act is entered into in the company’s interests
  • Avoid conflict between the director’s duties to the company and his or her own other interests
  • To exercise care, skill and diligence
  • To have regard to the interests of the company’s members

We can assist you in ensuring that your company follows best practice in relation to these duties.

 

We are available to provide your Board of Directors with training and updates in relation their responsibilities under the Companies Act. 

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