In relation to company law, explain the powers and fiduciary duties of the board of directors of a company.

• 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.

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