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It requires full disclosure of information held by the fiduciary, a strict duty to account for any profits received as a result of the relationship, and a duty to avoid conflicts of interest. co m Under English law company directors owe a fiduciary duty to the company to exercise their powers bona fide in what they honestly consider to be the interests of the company. This duty is owed to the company and not generally to individual shareholders. In exercising the powers given to them by the constitution the directors have a fiduciary duty not only to act bona fide but also only to use their powers for a proper purpose.

To quote the examiner: 'Most questions will involve some focus on, or connection with, the stakeholders and how their agents act on their behalf. com 1 Definitions of corporate governance FAST FORWARD 12/12 Corporate governance, the system by which organisations are directed and controlled, is based on a number of concepts, including transparency, independence, accountability and integrity. 1 What is corporate governance? Corporate governance is the system by which organisations are directed and controlled.

2 Transparency 12/07, 12/08, 6/11, 6/13, 6/14 Transparency means open and clear disclosure of relevant information to shareholders and other stakeholders, as well as not concealing information when it may affect decisions. It means open discussions and a default position of information provision rather than concealment. as Key term tud The directors' deliberations and also the systems and values that underlie the company must be balanced by taking into account everyone who has a legitimate interest in the company, and respecting their rights and views.

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