Fiduciary

Company directors are a leading modern example of fiduciaries, and the explanatory notes to the Companies Act 2006 confirm that the statutory duties codifying directors' obligations preserve their fiduciary character: 'the statutory duties are to be regarded as fiduciary, with the exception of the duty to exercise reasonable care skill and diligence which is not under the present law regarded as a fiduciary duty.' Skill and care is treated differently precisely because it is not, in itself, a duty of loyalty.

That fiduciary label carries real consequences if a director breaches their duties. The notes confirm that 'the duties are enforceable in the same way as any other fiduciary duty owed to a company by its directors', and go on to list the remedies available where fiduciary duties are breached, including damages or compensation for the company's loss, an account of profits made by the director, and rescission of a contract where the director failed to disclose an interest. That remedial toolkit — going beyond ordinary compensatory damages — is a hallmark of how the law treats fiduciary relationships more strictly than ordinary contractual ones.