Under the Companies Acts 1963-2013, a company is a legal body separate from the individuals who make up the membership of the company created to run a business or social enterprise. A company can make contracts, own property, have debts and take legal action (Government of Ireland, 1963-2013).
A company director’s duties are very broad and comprehensive as they develop essentially from two origins - statute and common law (ODCE, 2011b). In the following a director’s duties originating in common law will be summarised.
Following The Right Honourable Lord Millet a ‘fiduciary is someone who has undertaken to act for and on behalf of
another in a particular matter in circumstances which give rise to a relationship of trust and confidence’ (Mothew (t/a Stapley & Co) v Bristol & West Building Society, 1996). As Lord
Millet expressed, a fiduciary epitomizes the obligation of extreme loyalty towards the person or organisation the duty is owed to. Directors are expected to fulfil their duties in good faith to
the best of the organisation and not to misuse their powers. It is a director’s primary duty to act in what he honestly believes to be in the company’s interest as a whole, rather than in a
particular member’s interest. The director’s honesty in what he believes, and not what the court believes, to be in the best interest of the company is of great significance here and must be
distinguished from his non-fiduciary duty to observe reasonable care, skill and diligence.
role of a company secretary evolved greatly in recent years from being only a “note taker“ or “administrative servant” to a much wider role of a kind of advisor to the board of directors, having
responsibility for the company’s corporate governance belongings. Beside that, main functions are, for example, the daily administrational tasks. Even though the Companies Acts inflict several
statutory duties on a company secretary, these are rather not their exclusive responsibility, but more likely inclined to be obligations that are handled by the secretary and a director. For
example, is the ‘signing the annual return’ a duty which also needs to be completed by a director of the company. A company secretary’s main tasks apart from the statutory duties are delineated
company secretary’s duty to exercise due care, skill and diligence is very similar not to say of the same origin than the same duty of company directors. He or she will only be held liable for
losses resulting from negligent behaviour. Therefore a secretary does not need to exert a higher grade of diligence than to be reasonably expected from a person with their level of knowledge and
Deloitte, 2014. The changing role of the company secretary. [Online]