All directors (including the B Director) owe fiduciary duties together with a duty of care and skill to the Company. In particular, the B Director:
• must act in good faith in what would reasonably be considered to be the best interests of the Company at all times;
• must act in accordance with the Company's constitutional documents (including the articles of association) and must exercise powers only for the purposes allowed by law;
• must not use the Company's property, information or opportunities for his own or anyone else's benefit unless allowed to by the Company's constitution or such use has been disclosed to the Company and the Company has consented to it pursuant to the provisions of the articles of association and all applicable legislation;
• must not agree to restrict his power to exercise an independent judgement; and
• must account to the Company for any benefit received from any transaction in which there has been a conflict between the B Director's interests and those of the Company (this applies regardless of whether the Company sets aside the transaction unless the Company has approved the B Director's actions in general meeting or by written resolution of the shareholders.)
The B Director may not exercise his powers to favour one particular shareholder or sectional interest. This does not preclude the B Director from drawing fellow directors' attention to the particular benefits or disadvantages of any particular course of action. Any decision must be taken purely by reference to the Company's best interests. This includes a duty of confidentiality - the B Director may not pass confidential information relating to the Company to any other person unless properly required for the business of the Company or the consent of the Company has been properly obtained.
In addition to these fiduciary duties, the B Director will owe the Company a duty to exercise the care, skill and diligence which would be exercised in the same circumstances by a reasonable person having both:
• the knowledge and experience that may reasonably be expected of a person in the same position; and
• the knowledge and experience which the B Director actually holds.
In terms of the Companies Act, the B Director must have regard to the interests of the Company's employees in general and its members.