Powers, duties and liabilities of directors

The directors of a company are responsible for its day to day management. They may exercise certain powers on behalf of the company, they owe certain duties to it and they may be exposed to certain liabilities in their capacity as directors.

Directors' powers

A director is empowered to act on a company’s behalf by:

•
the company’s articles of association
•
the Companies Act 2006 (CA 2006)
•
common law, and
•
any relevant members’ resolutions

A director’s powers will be subject to:

•
any provisions in the company’s articles restricting those powers
•
CA 2006, in particular, their duties and any matters reserved for the approval of members by CA 2006
•
common law, and
•
any relevant members’ resolutions

A large company that has adopted a corporate governance code, such as the UK Corporate Governance Code of the Financial Reporting Council (FRC) or the Corporate Governance Code produced by the Quoted Companies Alliance (QCA), will also be subject to its provisions relating to the powers, duties and liabilities of directors.

For further guidance on the nature

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