Medium2 marksMultiple Choice

ACCA · Question 57 · Syllabus F: Management, administration and the regulation of companies

Scenario: Titanium Forge plc has three directors: Alan, Brenda, and Charles. Alan recently discovered a lucrative opportunity to supply steel to a new bridge project. Without telling the board, Alan set up his own company to take the contract. Brenda, the finance director, failed to notice that Titanium Forge was trading while insolvent for six months. Charles rarely attends board meetings.

By rarely attending board meetings, which duty is Charles most likely breaching?

Answer options:

A.

Section 172: Duty to promote the success of the company.

B.

Section 174: Duty to exercise reasonable care, skill and diligence.

C.

Section 176: Duty not to accept benefits from third parties.

D.

He is not breaching any duty, as attendance is optional for non-executive directors.

How to approach this question

Identify the statutory duty that requires directors to actively participate and pay attention.

Full Answer

B.Section 174: Duty to exercise reasonable care, skill and diligence.✓ Correct
Section 174 of the Companies Act 2006 requires directors to exercise reasonable care, skill, and diligence. Historically (e.g., Re City Equitable Fire Insurance Co), directors could get away with not attending meetings. However, modern law (and s.174) requires active engagement. A director who ignores the company's affairs breaches this duty.

Common mistakes

Believing that 'sleeping directors' or non-executives have no legal duties to attend meetings.

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