They constitute a contract between the members and the company, and between the members. Directors manage the affairs and the business of the company. A company must have at least 2 directors. Their powers to supervise the company's activities are very broad. In general, directors are only limited by the shareholders' vote at general meetings and the memorandum and articles of association.
Directors owe a duty of care to the company in tort.
The requisite standard of care is a subjective test that varies with the skills and experience of a director. Directors may be personally liable for personal wrongs they have committed. Directors are constructive trustees of the company. Directors who benefit from transactions to which their companies are not parties, may be constructive trustees of the benefits and must pay the benefits to their companies. Shareholders can bring a representative action on behalf of the company for a wrong done to the company.