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HC-1.2.1

All directors must understand the board's role and responsibilities under the Commercial Companies Law or any other laws or regulations that may govern their responsibilities from time-to-time.

In particular, all directors must understand:

(a) The board's role as distinct from the role of the shareholders (who elect the board and whose interests the board serves); and the role of officers (whom the board appoints and oversees); and
(b) The board's fiduciary duties of care and loyalty to the company and the shareholders (see section HC-2.1).
July 2011