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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 not to improperly fetter the
exercise of future discretion; |
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duty to exercise authority for the
purpose for which it is conferred and 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
which that director has.
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