My colleague, Alastair Johnston, previously published an article where he discussed Bruce Wayne’s abilities as a company director.
His capabilities as a director certainly do not match his crime fighting skills. He spent recklessly on items that wouldn’t benefit the organisation and failed to inform other shareholders of his actions. So what are the duties that Bruce must adhere to, in his capacity as a director of Wayne Enterprises??
1 Act within powers – We know that Bruce has extraordinary powers as his alter ego Batman, but this does not mean he can do as he pleases as a director of Wayne Enterprises. He must only act in accordance with the company’s constitution and only exercise powers for the purposes for which they are conferred.
2 Promote the success of the company – Too much time spent battling his adversaries could see Bruce failing in this duty. Saving Gotham from evil villains may benefit the whole world, but Bruce must act in a way which would be most likely to promote the success of the company for the benefit of its members as a whole.
3 Exercise independent judgment – Directors are required to act independently of control by any other person. For Bruce, this means making sure that Robin or Alfred the butler do not start muscling in on the decision making of Wayne Enterprises.
4 Exercise reasonable care, skill and diligence – The caped crusader may carry out his crime fighting duties with a seeming disregard for the safety of himself and others. Bruce Wayne, on the other hand, must carry out his duties as a director with (i) the general knowledge, skill and experience that may reasonably be expected of a person carrying out the functions carried out by a director and (ii) the general knowledge, skill and experience that the director has. This test combines an objective and subjective element which means the practical duties of directors may vary between companies, or even between directors within one company. This is a fairly technical area of law and if you think a director has failed in this duty, or if you are a director concerned about your own duties, then you should seek legal advice .
5 Avoid conflicts of interest – A director must avoid any situations where their personal interests may conflict with the interests of the company. It is broader than simply a duty to refrain from benefiting from a conflict of interest, and the duty will be breached by failing to avoid a situation where there may be a conflict. For someone who is essentially 2 different people, Bruce could find avoiding conflicts of interests doubly difficult!
6 Not to accept benefits from third parties – While it may be tempting for Bruce to accept a few back handers due to his high profile position within Wayne Enterprises, this is a big no no. A director should not accept a benefit from a third party, which is given to him by reason of his being a director, or, his doing (or not doing) anything as director. A director should also consider possible offences that could be committed under the Bribery Act 2010.
7 Declare interest in proposed transaction or arrangement – If a director is in any way, directly or indirectly, interested in a proposed transaction or arrangement with the company, he must declare the nature and extent of that interest to the other directors. If Wayne Enterprises announced they were to start selling replica Batmobiles, with Batman promoting this venture, Bruce would need to declare this – which could make for a very interesting directors’ meeting!
As you can see, being a company director can be a fairly onerous task, even for part time super heroes!
If you require any assistance or further information on roles and responsibilities of being a director in business please get in touch with the Blackadders Corporate & Commercial team.
Trainee Solicitor – Corporate & Commercial
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