Companies Act (Cap. 386)
Companies Act (Cap. 386), article 136A
136A. (1) A director of a company shall be bound to act
honestly and in good faith in the b est interests of the company .
(2) The directors of a company s hall promote the well-being of
the company and shal l be responsible for:
(a) the general governance of the company and its proper
administration and management; and
(b) the general supervision of its affairs.
(3) In particular, but without prejudice to any other duty
assigned to the directors of a company, or to any one of them, by
the memorandum or articles of asso ciation or by this Act or any
other law, the directors of a company shall:
(a) be obliged to exercise the d egree of care, diligence and
skill which would be exercised by a reasonably
diligent person having both -
(i) the knowledge, skill and experience that may
reasonably be expected of a person carrying out
90 CAP. 386.] COMP ANIES
the same functions as are carried out by or
entrusted to that director in relation to the
company; and
(ii) the knowledge, skill and experience that the
director has;
(b) not make secret or personal profits from their position
without the consent of the company, nor make personal
gain from confidential company information;
(c) ensure that their personal interests do not conflict with
the interests of the company;
(d) not use any property, infor mation or opportunity of the
company for their own or anyone else’s benefit, nor
obtain benefit in any other way in connection with the
exercise of their powers, except with the consent of the
company in general meeting or except as permitted by
the company’s memorandum or articles of association;
(e) exercise the powers they h ave for the purposes for
which the powers were conferred and shall not misuse
such powers.
Directors.
Amended by:
IV . 2003.64.
Text read from the consolidated PDF published by Legislation Malta. Tables, figures and marginal notes may be incomplete or out of place: the official PDF is authoritative. General information, not legal, tax or accounting advice.