ACCA/CAT

1.3 Legal and regulatory framework of director

<1>Legal rights: fees and expenses, remuneration and compensation

<2>Legal responsibilities: fiduciary duty

a. Duty of care: reasonable skill and competence, attend broad meeting, act honestly in the best interest of the company

b. Indemnify the company against loss caused by their negligence

<3>Conflict and disclosure of interests

a. The fiduciary duty of directors is to act in the best interest of shareholders. Conflict of interest is breach the duty. So directors have a duty to avoid a conflict of interest.

(a) Retain their freedom of action and not fetter their discretion

(b) Avoid a conflict of duty and personal interest

(c) Do not obtain any personal advantage from their position without the consent of the company

b. The types of remedy if breach of duty

(a) Account for a personal gain

(b) The contract may be terminated or rescinded by company

(c) Unlawful declared by court

c. Full disclosure: the company’s act states that companies are required, in the form of notes in the annual accounts, to disclose any material information concerning transactions involved by directors.

<4>Time-limited appointments:

a. A fixed period (constitution, service contacts, roles)

b. Directors should retire from board on 65-70 and no re-election

c. Higgs report: NEDs should normally serve two three years, if longer, explain the reason and face evaluation

<5>Service contracts

a. Terms and conditions of directors’ appointment

b. Available for shareholder inspection

<6>Retirement by rotation

a. Directors retire from the board and seek re-election once every three years

b. Regular opportunity for shareholders to vote directors out of office

<7>Departure from office – ways/reasons

a. Resignation (written notice may be required)

b. Not offering himself for re-election when his term of office ends

c. Death

d. Dissolution of the company

e. Being removed from office

f. Being disqualified (by virtue of company’s constitution or by the court or government action)

<8>Insider dealing/trading

a. A criminal offence to use inside information for personal interests

b. An abuse of directors’ role as agents

编辑推荐：

2015年度ACCA从业资格考试考试简介

ACCA特许会计师通关必备历年考试真题

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