Directors‟ common law duties fall in to two broad categories namely:
– Duty of care, skill and diligence
– Duty of loyalty and good faith
Directors owe their company a duty to exercise some care, skill and diligence falling, which they are liable in damages. The rules governing directors duty of care, skill and diligence were formulated by Romer J. in Re: City Equitable Fire Insurance Co. Ltd.
• A director need not exhibit in the performance of his duties a greater degree of skill than may reasonably be expected of a person of his knowledge and experience. In re Brazilian Rubber Plantations and Estates Ltd. He is not bound to bring any special qualifications to his office.
• A director is not bound to give the affairs of the company continuous attention. His duties are of an intermittent nature to be performed at periodical board meetings and meetings of committees of the board upon which he happens to be placed. He is however not bound to attend all such meetings, though, he ought to attend whenever in the circumstances he is reasonably able to do so. In The Marquis of Butes Case
• In the absence of suspicion, a director is justified in trusting that officers of the company perform their duties honestly. He is entitled to rely on information provided by trusted or tried servants of the company. Dovey v Cory.