Analysis of Directors' Duties, Responsibilities and Legal Obligations

This assignment explores the multifaceted roles and responsibilities of company directors, addressing key aspects of corporate law. It begins by examining the obligations of the board regarding shareholder resolutions, specifically under section 183 of the Companies Act. The assignment then delves into the director's duty to avoid conflicts of interest, providing practical examples and outlining legal obligations in such scenarios. Furthermore, it analyzes the implications of personal guarantees given by directors, and the circumstances under which a director may face disqualification. The document also covers the requirements for payments to directors upon termination of employment and the implications of insider trading. Finally, it provides a comprehensive overview of corporate governance, emphasizing the roles of independent directors and the importance of compliance with disclosure provisions. The assignment references several legal cases and academic articles to support its arguments.

Running head: QUESTIONS 0
The role of directors: Duties, Responsibilities AND LEGAL OBLIGATIONS
APRIL 19, 2019
STUDENT DETAILS:

QUESTIONS 1
1. As per section 183 of the Companies Act , entity shall on demand of the certain number
of company’s members as per subsection 2 and, except the entity otherwise decides, at
expenditures of requisitionist-
(a) render to corporation’s members permitted to get notice of subsequent AGM
notice of resolution that can appropriately be moved and is intended to be passed at
AGM or (if as per section 184A, it is required to be passed by written modes) for that
contract is required; and
(b) Circulate to company’s members, who are permitted to receive AGM’s notice sent
to them the statement of not exceeding one thousand words regarding case referred to
in resolution. As per these requirements of section 183, the company is bound to
provide notice of resolution (Bernstein, 2018).
2. As per section 156(6), every director of organisation who holds office or owns the
property whereby, the interest can be made in conflict with the obligations as director shall —
(a) States facts and the nature, scope of interest conflict at director’s meeting; or
(b) Provides notice in written to entity setting out the nature, fact and scope of interest
conflict.
The example of the condition with potential to provide rise to the conflict is wherever
directors are wanted to take the chance that has offered to but rejected by an entity. As per
second example, the directors are on 2 or more BOD and one entity is the main client, dealer
or participant of others.
3. The majority shareholder of the corporation, who is also a managing director on BOD
that assures or gives the guarantee to support and guarantee the duties of the

QUESTIONS 2
corporation means that the director would be responsible personally in respect of debt
of corporation, obligation and promise if that corporation is not able to fulfil the
obligations. In this way, the personal guarantee or assurance makes the managing
director liable. However, the guarantee would put the personal assets of director at the
risk and shall not be provided without the complete knowledge of the implication
(Gallagher, van Vlooten & Broeders, 2017).
4. A director can sometimes be disqualified from performing as the director and from being
included in corporation’s management. Following are the two situations under the section
149 of the Companies Act-
 When a director is undischarged insolvent.
 The director has applied to be arbitrated as the insolvent and the request is due
(Bilimoria, et. al, 2016).
5. While The requirement for approval by corporation in subsection (1) should not apply
regarding the payment to director holding the salaried employment or office in corporation
by way of compensation for termination of employment pursuant to the present obligation
arise from the contract made between the company and the director if—
(a) An amount of the payment does not exceed the total emoluments of the director for the
year immediately preceding his termination of employment; and
(b) The particular, has explored to the members of the corporation on or before to payment.

QUESTIONS 3
6. A person such as director or CFO or company secretary can be found guilty of insider
trading as per the Securities and Futures Act, when he or she misappropriates the non-public
data to trade over the stakes of corporation for the personal advantages or to ignore certain
disadvantages. In non-traditional matters, this includes the secondary person to non-public
data. People such as spouse of key corporation officer, the stockbroker who unintentionally
got non-public data or the waiter who overheard conversation related to non-public data of
company may be found accountable to violate laws related to insider trading (Muneeza, et. al,
2018).
7. The corporate governance refers to the system of directions, rules, and procedures with the
help of which the company is controlled and guided. The corporate
governance fundamentally includes balancing the interest of various stakeholders of company
like administration, clients, dealers, shareholders, bankers, management, and communities.
Further, the independent directors play an important role in the corporate governance. The
independent director performs as the leader to an entity. The role of independent
director largely involves increasing corporate reliability and standards related to governance
working as the watchdog, and having a great role in the risk management. Independent
directors have many obligations in the numerous committees set up by the corporation to
make sure the good governance (Tricker, 2015).
8. In complying with exchange's disclosure provisions, the issuer should:
(a) See the policy related to corporate Disclosure set out manually, and

QUESTIONS 4
(b) Make sure that the directors and executives are aware with disclosure requirements and
Corporate Disclosure Policy (Andrew, 2016).
9. The director can be defined as a person who manages or control the affairs of corporation.
A director refers to an individual who is appointed to execute the obligations and operations
of the corporation in according with the provisions of the Company Act. That person is
comparatively known as BOD. Moreover, on business card or name card, what is involved is
the job title that describes the role and the function in place of degree. In the given situation,
the person would be considered as director.

QUESTIONS 5
References
Andrew. Keay, L. L. B. (2016). Directors'duties. UK: Jordan Publishing Limited.
Bernstein, A. (2018). Company directors have legal obligations to their company and
creditors. Journal of Aesthetic Nursing, 7(4), 228-229.
Bilimoria, K. Y., Chung, J. W., Hedges, L. V., Dahlke, A. R., Love, R., Cohen, M. E., ... &
Ko, C. Y. (2016). Development of the Flexibility in Duty Hour Requirements for
Surgical Trainees (FIRST) trial protocol: a national cluster-randomized trial of
resident duty hour policies. JAMA surgery, 151(3), 273-281.
Gallagher, A., van Vlooten, R., & Broeders, M. (2017). Combating Fraud in The Netherlands
An Expansion of Civil and Criminal Liability for Directors. American Bankruptcy
Institute Journal, 36(1), 24.
Muneeza, A., Sudeen, A. S. T., Nasution, A., & Nurmalasari, R. (2018). A comparative study
of hajj fund management institutions in Malaysia, Indonesia and
Maldives. International journal of management and applied research, 5(3), 120-134.
Tricker, B. (2015). Corporate governance: Principles, policies, and practices. USA: Oxford
University Press

QUESTIONS 6