Breaches of the general duty to allow a company to sue the director for damages suffered. This general duty includes the following specific duties.

Directors are under a duty to exercise discretion. This means they must use their independent, informed judgment in managing a company.

They are also under a duty, and have a right, to deliberate. This means directors must make a positive effort to be involved in, discuss, consider and use their discretion in acting on company matters.

Directors are under a duty to exercise power for proper purposes. A power that is exercised for a wrongful purpose is invalid. An example of acting with an improper purpose may be issuing new shares or restructuring the company to increase a director's power. A court can declare these actions as invalid and set them aside.

Directors are under a duty to avoid conflict of interest. A director usually cannot use an opportunity that arises in the course of business to gain a personal profit at the expense of the company.

A director cannot compete with the company, use the company's property for personal purposes or enter into contracts for the supply goods or services for the company unless making full disclosure to the company.

A director must also avoid any appearance, or mere potential, for a conflict of interest. Should a conflict arise, a director must disclose the interest to the company. A director who does not declare a personal interest in an issue affecting the company commits an offence. If an interest is declared, the other directors may ask that person not to vote on the issue.