Co. went into liquidation after BSE crisis. Co. had 4 directors. Mr.
Delaney only executive director. His wife was a non executive director
and there were 2 other non executive directors. It was held that Mr.
Delaney was irresponsible for failing to hold regular meetings and not
producing financial info. to fully inform the other directors of the
extent of the financial difficulties. The question - Could the other
non executive directors be held responsible? All directors must take
reasonable steps to ensure they can inform themselves about the
company's affairs so they can guide and monitor the management of the
company. The judge found that Mr. Delaney's wife had taken no active
role in the affairs of the company. She was aware of the difficulties
but left it to her husband to inform the other directors. He failed to
do so and she left it at that. This was a breach of her duty as when
she agreed to become a director she assumed a separate responsibility
despite loyalty to her husband. The other 2 directors did not ensure
they were informed of the company's affairs and they didn't monitor
and supervise the affairs of the company.
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