6.1 General duties under the Companies Act 2006

Directors’ duties must be considered in respect of the interaction with DPAs, and particularly in relation to the increased onus on self-reporting. The Companies Act 2006 (“CA 2006”) codified directors’ duties into statutory provisions, which can be found through sections 171 to 177. Duties within the CA 2006 are not mutually exclusive.1 According to the (then) Department of Trade and Industry's guidance document published in 2007, these provisions are ‘essentially the same as the existing duties established by case law’ and equitable principles,2 with the notable exception being procedures for dealing with conflicts of interest.3 Codification followed recommendation of The Company Law Review Steering Group to provide clarity in the area and promote good business practice and responsibility.4 “Director” for the purpose of owing duties is defined under section 250 as ‘any person occupying the position of director, by whatever name called’ thus bearing a wide scope inclusive of name and function. A de facto director, a person who acts as and potentially goes by the title of director without having been validly appointed as such, may therefore owe directors’ duties in respect of certain actions.5 A de facto director will owe duties in respect of managerial tasks below board level, and where participating at board level in corporate governance.6 A shadow director – ‘a person in accordance with whose directions or instructions the directors of the company are accustomed to act’7 but often not referred to by the title of director – owes directors’ duties where and when those duties are capable of applying.8