Section 52: Duties of directors

52. Duties of directors (1) It shall be the duty of every director— (a) to exercise his powers in accordance with this Act and within the limits and subject to the conditions and restrictions imposed by the rules; (b) to obtain the authorisation of the general meeting before doing any act or entering into any transaction for which the authorisation of a general meeting is required by this Act or by the rules; (c) to exercise his powers honestly, in good faith, in the best interests of the society and for the respective purpose for which such powers are explicitly or implicitly conferred; (d) to exercise the degree of care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances; (e) to account to the society for any monetary gain, or the value of any other gain or advantage obtained by him, in connection with the exercise of his powers; (f) not to make use of, in a personal capacity, either directly or indirectly, or divulge, any confidential information received by him on behalf of the society as director; (g) not to compete or be in conflicts with the society or become a director or officer of any competitor of the society; [Issue 9] C49 – 28 Revised Laws of Mauritius (h) where he has any interest in any contract or transaction with the society, to declare his interest to the next meeting of directors of the society, and in such declaration to state the nature and extent of his interest and the effect or probable effect of his interest on the contract or transaction; (i) not to use any assets of the society for any unlawful purpose; (j) not to do, or knowingly allow to be done, any thing by which the assets of the society may be damaged or lost otherwise than in the course of carrying out its business; (k) to cause to keep proper accounting records and make such records available for audit and inspection; and (l) to disclose any family link he may have with any employee or member of the society. (2) Any director who fails to comply with subsection (1) shall commit an offence and shall, on conviction, be liable to a fine not exceeding 10,000 rupees. (3) Every director shall be jointly and severally liable for any loss sustained by the society through his failure to exercise prudence and diligence or through any act which is contrary to this Act or the rules of the society. (4) Where a director commits a breach of any duty under this Act, the director and every person who knowingly participated in the breach shall be liable to compensate the society for any loss it suffers as a result of the breach.