Under Cayman Islands law, directors and officers
owe the following fiduciary duties:
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duty to act in good faith in what the director or officer believes to be in the best interests of the company as a whole; |
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duty to exercise powers for the purposes for which those powers were conferred and not for a collateral purpose; |
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duty to not improperly fetter the exercise of future discretion; |
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duty to exercise authority for the purpose for which it is conferred and a duty to exercise powers fairly as between different sections of shareholders; |
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duty not to put themselves in a position in which there is a conflict between their duty to the company and their personal interests; and |
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duty to exercise independent judgment. |
In addition to the above, directors also owe a
duty of care which is not fiduciary in nature. This duty has been defined as a requirement to act as a reasonably diligent person having
both the general knowledge, skill and experience that may reasonably be expected of a person carrying out the same functions as are carried
out by that director in relation to the company and the general knowledge, skill and experience of that director.
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