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Board directors should regard themselves as jointly and severally responsible for decisions taken. The view of the Board must take precedence over those of individual members. Directors should act with honest and integrity which implies that there should be a code of conduct for the directors.
The general principles of a code should include:
- Integrity
- Information
- Obligations
- Loyalty
- Fairness
- Work/External Environment
- Responsibility
- Review
The following are the main directors' duties:
- To act within legal powers
- To promote the success of the organization
- To exercise independent judgement
- To exercise reasonable care, skill and diligence
- To avoid conflicts of interest
- To declare interest in proposed transaction or arrangement
- To keep accounting records
- To prepare company accounts
- To circulate accounts and reports
- To file accounts and other information with the Registrar of Companies and any other required body
- To maintain certain registers and minutes
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