Director's Responsibilities in the UK

You must act in accordance with the company’s constitution (its Articles of Association) and only exercise your powers for the purposes for which they were given. This means you cannot use your position to pursue personal interests that are outside the company's objectives.

This is one of the most important duties. You must act in a way you consider, in good faith, would be most likely to promote the success of the company for the benefit of its members (shareholders) as a whole. You should have regard for:

• The long-term consequences of any decision.
• The interests of the company's employees.
• The need to foster business relationships with suppliers, customers, and others.
• The impact of the company’s operations on the community and environment.

You must make your own independent decisions. While you can take advice from others (like lawyers or accountants), you cannot be told what to do by another person or simply delegate your decision-making responsibility.

Beyond the top three, you also have duties to:

• Exercise reasonable care, skill, and diligence: You must perform your duties to the standard of a reasonably diligent person with the general knowledge, skill, and experience that could be expected of a director.
• Avoid conflicts of interest: You must avoid situations where you have, or could have, a direct or indirect interest that conflicts with the company's interests.
• Not accept benefits from third parties: You must not accept a benefit from a third party given because you are a director.
• Declare interest in a proposed transaction: If the company is considering a transaction and you have a personal interest in it, you must declare it to the other directors.