Directors’ Statutory Non-Fiduciary Duties

Except in Belize, Commonwealth Caribbean Companies Acts impose one or both of two important non-fiduciary duties on directors. The first of these is contained in a provision which typically stipulates that a director in discharging his duties must exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances. 1 The second is contained in a provision in the Acts in Anguilla, Antigua, the Bahamas, Barbados, Dominica, Grenada, Guyana, Montserrat, St Lucia, St Vincent and Trinidad and Tobago that every director and officer of a company must comply with the Act in question and the regulations, and with the articles and bye-laws of the company, and any unanimous shareholder agreement relating to the company. 2 These two statutory duties may be classified as statutory non-fiduciary duties.