C 香香香香香香香 duty of care

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c. 香香香香香香香 duty of care 从从从从从从从从 , Re City Equitable Fire Insurance Co. [1925] Ch.40 从从从从从从从从从从从 从从从从从从从从从A common law concept. From this case three rules were set down: 10
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i. 从从从从从 从从,从从从从从从从从从从从从从从从 , 从从从从从从 A subjective test: directors are assessed according to his personal attributes. 从 公公公公公公公公 , 公公公公公公公公公公 In the UK Companies Act 2006 section 174, in the USA and Australia, an objective test has already been adopted. ii. 从从 公公公公公公公公公公公公 , 公公公公公公公 从从从从 公公公 从从从 Director is not bound to give continuous attention to company affairs. He exercises his duties intermittently at board meetings. 公公 : (a) 公公 从从(从从从从) 公公公公 从从从 公公公 Executive directors’ duties are set out in his employment contract. (b) Re Copyright (2004 公公公公公) , 公公公公 从从 公公 从从从从从 公公 , 从从从从从从从 , 从从从从从从从从 从从从从从 从从从从从从从从从从从 Re City Equitable 从从从从从从从从从从 Re Copyright (2004 HKCA) held that when deciding whether to disqualify a director, the court uses a higher standard of whether the director has constantly been attentive to company affairs. Note: This standard is higher than the normal standard used in Re City Equitable Fire Insurance. iii. 从从从从从从从从从从从从从从从从从从从从从从从从Directors can delegate his duties to other colleagues. 从从 , 从从从从从从从从从从从从从从从从从从从从从从从从从从从从从从从从从从从从从从从从从从从从从从从从从从从从Directors need not be responsible for all mistakes, only for negligent mistakes which cause duties losses suffered by his company. 从从 ,A 从从 90 从从从 Table A Art 90: 公 6 公公 从从从从从从从从从从从从从从从Director should be removed from office if he is persistently absent from board meetings without a valid reason for more than six months. 从从从从从从从从从从从从从从从从从从从从从从从从从Directors need to take into account creditors’ interests when company is insolvent (West Mercier Safetywear v Dodd [1988] BCLC 250) d. 香香香香香香香 fiduciary duties 从从从从从从从从从从从从从从从从从从从从从从从从从从从从从 从从从从从从从从从从从从从从从从从从从从从从从从从This is an equitable concept. A director must voluntarily report to his company all the relevant information, if he thinks he has breached his fiducially duty. The guiding principle is fairness. 从从从从从从从从从This duty has three aspect. i. 从从从从从从从从从从从从从从从从从从从从从从从从从从从从从从从从从从从从从从从从从从从从 从从从 Regal (Hastings) V Gulliver [1942] 1 All ER 378 Russell 从从从从 :” 从从从从 , 从从从从从从从从从从从从从 , 从从从从从从从” , 从从从从从从从从从从从从从从从从从 Directors must prevent a conflict between his interests and his company’s interests. He need
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