• Directors are deemed to be agents when they contract on behalf of the company and are therefore in a position to bind the company with 3rd parties the company is liable as principal.
• This is the power to bind the company.
• The board is empowered to operate the company bank account.
• To hold company property in trust.
• Recommend dividend
• Recommend bonus shares.
• Pay an interim dividend from time to time.
• Summon general meetings.
• As fiduciaries directors duties include:
Acting bonafide in what they consider to be in the best interest of the company.
Exercise unfettered discretion.
Exercise all powers for the particular purposes for which they are conferred.
Avoid conflict of interest by
Disclosure of personal interest in contracts made the company.
Disclose any secret profit to be made or account the same to the company.
Avoid being involved in the management of competing companies.