The Fish Rots From The Head: The Crisis in our Boardrooms: Developing the Crucial Skills of the Competent Director

by Bob Garratt

the codification of the Seven Non-exhaustive Duties, general duties section 171 (there are others but these are the key ones), pulls together centuries of case law into a simple, stark document: 1 To act within their powers – i.e. the company’s constitution 2 To promote the success of the company 3 To exercise independent judgement 4 To exercise reasonable care, skill and diligence 5 To avoid conflicts of interest 6 Not to accept benefits from third parties 7 To declare interests in proposed transactions. This is a fundamental document for any board. The chairman needs to ensure that each statutory director commits to it formally, and each senior executive acknowledges it as the framework in which they will work with the board.