Table of Contents

* Introduction * Directors: Background and Role * Directors in the Corporate Governance Process * Codification of Duties * Duty to Act with Powers * Duty to Promote the Success of the Company * Duty to Exercise Independent Judgment * Duty of Care, Skill and Diligence * Duty to Avoid Conflicts * Duty not to Accept Benefits * Duty to Declare Interests * Duty to Consider the Interests of Creditors * Derivative Proceedings * Consequences of Breach (including relief) * Ratification of Breaches of Duty * Judicial Excusing of Breaches

About the Author

Professor Andrew Keay Professor of Corporate and Commercial Law, Centre for Business Law and Practice, School of Law, University of Leeds; Barrister, Kings Chambers; Legal Practitioner of the High Court of Australia