(a). Formalities and procedures involved in conducting meetings and resolutions
Directors of a company stand in a fiduciary relationship with the company. It is a position of trust to act sincerely, honestly, faithfully, loyally in the best interest and for the benefit of the company-Cudioe vs. Asare Ltd.
A fiduciary is a person who is bound to act in the interests and for the benefit of another; like trustees, directors have fiduciary duties.
They are to act in best interest of the company, protect its assets and promote its business.
Directors owe a duty to act bona fides in the interests of the company (this generally meaning the shareholders’ interests) and not for any other purpose (such as self-enrichment).
Companies act through directors-directors are the ‘operating minds’ of the company.
Directors must:
Avoid conflict of interest – sec 192, Commodore vs. Fresh Produce Asanteland Ltd.

• Use of company money/property/confidential information or special knowledge for director’s own advantage
• Be interested in any public company otherwise than a mere shareholder or any business which directly or indirectly competes with the company
• Be personally interested directly or indirectly in any contract or transaction entered into by the company except as provided for under Sec 194.
  Disclose fully interest in a contract, receive authorization from the by ordinary resolution-Sec 193.
• Authorization/consent by the company could be prior or after the transaction.
  Not vote on a matter in which the director has personal interest – sec 194.
  Section 199 provides for civil liabilities of directors for breach of fiduciary duties including:
• Compensation of the company for any loss to the company,
• accounting to the company for any profit,
• Rescission the contract i.e. the contract is voidable.
  Other liabilities include:
• Fines
• Restraining orders
• Removal from office as a director
• Disqualification under sec 173
• Fraud and similar criminal acts can lead to imprisonment when the corporate veil is pierced.

(b). Directors of a company stand in a fiduciary relationship with the company. It is a position of trust to act sincerely, honestly, faithfully, loyally in the best interest and for the benefit of the company-Cudioe vs. Asare Ltd.
A fiduciary is a person who is bound to act in the interests and for the benefit of another; like trustees, directors have fiduciary duties.
They are to act in best interest of the company, protect its assets and promote its business.
Directors owe a duty to act bona fides in the interests of the company (this generally meaning the shareholders’ interests) and not for any other purpose (such as self-enrichment).
Companies act through directors-directors are the ‘operating minds’ of the company.
Directors must:
Avoid conflict of interest – sec 192, Commodore vs. Fresh Produce Asanteland Ltd.

• Use of company money/property/confidential information or special knowledge for director’s own advantage
• Be interested in any public company otherwise than a mere shareholder or any business which directly or indirectly competes with the company
• Be personally interested directly or indirectly in any contract or transaction entered into by the company except as provided for under Sec 194.
  Disclose fully interest in a contract, receive authorization from the by ordinary resolution-Sec 193.
• Authorization/consent by the company could be prior or after the transaction.
  Not vote on a matter in which the director has personal interest – sec 194.
  Section 199 provides for civil liabilities of directors for breach of fiduciary duties including:
• Compensation of the company for any loss to the company,
• accounting to the company for any profit,
• Rescission the contract i.e. the contract is voidable.
  Other liabilities include:
• Fines
• Restraining orders
• Removal from office as a director
• Disqualification under sec 173
• Fraud and similar criminal acts can lead to imprisonment when the corporate veil is pierced.