Abstract

The directors have a duty to act honestly and protect the integrity of the fiduciary relationship. The board of directors could, however, occasionally operate outside of its authority or pretend to represent the company's autonomous legal organisation. They also serve as the company's guiding minds, and any illegal behaviour will be held accountable to them. In order to ensure that the director is held accountable for their activities, certain clauses must be included. The author of this paper discusses the necessity of including provisions for a director's criminal liability as well as provisions under the company law that subject directors to criminal liability and the effects of the decriminalisation of the companies act as a result of the "Companies (Amendment) Act 2020." The adjustment is rejected by the author because it defeats the purpose of establishing punitive provisions and might have a negative impact on the Company's long-term operations.

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