After reading this chapter you should be able to:

Discuss the rationale behind reform of directors’ duties

Discuss the extent to which the statutory statement of directors’ duties is a codification

Understand to whom directors’ duties are owed

Understand the concept of enlightened shareholder value and how it has been introduced into directors’ duties

Appreciate when directors must focus on the interests of creditors

Distinguish management or ‘governance’ duties and conflict of interest duties

Identify general management duties and specific management duties

Understand how the four general management or governance duties operate:

to act within powers (s 171)

to promote the success of the company (s 172)

to exercise independent judgment (s 173)

to exercise reasonable care, skill and diligence (s 174)