8. A statutory statement of directors’ duties

The Companies Act 2006 (CA 2006) includes for the first time a statutory statement of directors’ general duties in Pt 10, Ch 2. This chapter explains the background to the introduction of this statutory statement and discusses the duties which have been set out. The duties remain based on and will be interpreted in accordance with the pre-existing common law while evolving in the normal manner through judicial decisions. The chapter notes that the duties are cumulative and non-exhaustive and are not owed to the shareholders individually but to the company, though in very exceptional circumstances, the courts may find a duty owed to shareholders.