Under
Cayman Islands law, directors and officers owe the following fiduciary duties:
| ● | 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; |
| ● | duty
to exercise powers for the purposes for which those powers were conferred and not for a collateral
purpose; |
| ● | duty
not to improperly fetter the exercise of future discretion; |
| ● | duty
to exercise authority for the purpose for which it is conferred and duty to exercise powers
fairly as between different sections of shareholders; |
| ● | 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 |
| ● | 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.
|