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Directors' duties in the United Kingdom : ウィキペディア英語版 | Directors' duties in the United Kingdom Directors' duties in the United Kingdom bind anybody who is formally appointed to the board of directors of a UK company. ==Scope==
Directors appointed to the board form the central authority in UK companies. In carrying out their functions, directors (whether formally appointed, ''de facto'', or "shadow directors"〔See ''Re Hydrodam (Corby) Ltd'' () BCC 161; CA 2006 s 251; a shadow director is typically a bank or a dominant shareholder, according to whose directions a director is accustomed to act.〕) owe a series of duties to the company.〔See ''Percival v Wright'' () Ch 401, ''Peskin v Anderson'' () 2 BCLC 1 and CA 2006 s 170; directors do not, generally, owe duties to shareholders or any other group directly. But duties may arise in tort, ''Williams v Natural Life Health Foods Ltd'' () (1 WLR 830 ). Also, when approaching insolvency directors may owe duties to creditors, e.g. ''West Mercia Safetywear Ltd v Dodd'' () BCLC 250 and ''Colin Gwyer and Associates Ltd v London Wharf (Limehouse) Ltd'' () 2 BCLC 153.〕 There are presently seven key duties codified under the Companies Act 2006 sections 171 to 177, which reflect the common law and equitable principles. These may not be limited, waived or contracted out of, but companies may buy insurance to cover directors for costs in the event of breach.〔CA 2006 ss 232-235; while a director may not have to pay for breach of duties, they will not be able to avoid negative publicity and possibly appearing in court should the insurance company choose to contest the claim.〕 The remedies for breaches of duty were not codified, but follow common law and equity, and include compensation for losses, restitution of illegitimate gains and specific performance or injunctions.
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