Table of contents
PART I: INTRODUCTION ;
1. Historical Introduction to the Law Relating to the Duties and Liabilities of Directors ;
2. The Current Legal Framework Relating to Directors ;
PART II: THE OFFICE OF DIRECTOR ;
3. Directors and Other Officers; Requirement and Definitions ;
4. Directors' Powers and Responsibilities ;
5. Directors' Decision-Making and Delegation ;
6. Appointment of Directors ;
7. Termination of Appointment of Directors ;
8. Directors' Term of Service ;
9. Directors and Tax ;
PART III: THE GENERAL DUTIES OF DIRECTORS ;
10. General Duties of Directors ;
11. Duty to Act with Powers ;
12. Duty to Promote the Success of the Company ;
13. The Duty to Exercise Independent Judgment ;
14. The Duty to Exercise Reasonable Care, Skill , and Diligence ;
15. Duties to Avoid Conflicts of Interest and not to Accept Benefits from Third Parties ;
16. Duty to Declare Interest in Proposed Transaction or Arrangement ;
17. Declaration of Interest in Exisiting Transaction or Arrangement ;
18. Transactions with Directors Requiring Approval of Members ;
PART IV: LIABILITIES OF DIRECTORS ;
19. The Company's Remedies for Breach of Directors' General Duties ;
20. Directors' Liabilities: Exemption, Indemnification, and Ratification ;
21. Directors Liabilities: Provision of Insurance ;
22. Members' Personal and Derivative Claims ;
23. Members Unfair Prejudice Claims and Winding-up Petitions ;
24. Liabilities of Directors to Third Parties ;
PART V: DIRECTORS' PARTICULAR FUNCTIONS AND DUTIES ;
25. Decision-making by Members ;
26. Accounting Records, Reports, and Audits ;
27. Capital and Distributions ;
28. Reorganizations and Takeovers ;
29. Pension Schemes ;
PART VI: PUBLIC INTEREST AND INSOLVENCY PROCEEDINGS ;
30. Investigations and Public Interest Winding-up Petitions ;
31. Disqualification Proceedings ;
32. Directors' Functions and Duties in Insolvency Proceedings ;
33. Directors' Liabilities in Insolvency Proceedings ;
34. Criminal Liability of Directors ;
PART VII: DIRECTORS OF FOREIGN COMPANIES ;
35. Duties and Liabilities of Directors of Foreign Companies