In general terms, under Irish law, the authority, power and
responsibility to manage the business and affairs of a company is
entrusted to its directors. This creates a legal relationship
between the directors and the company, known as a fiduciary
relationship, whereby the directors serve as fiduciaries with
respect to the care of the company's property and
interests.
In carrying out their management functions and responsibilities,
directors are required to act in accordance with certain duties
arising from the fiduciary relationship. These duties are known as
fiduciary duties. Directors who act in disregard of such duties may
be exposed to personal liability.
A fiduciary relationship is a relationship arising under law
whereby one party (the fiduciary) is entrusted with the care of the
property or money of another (the principal) and carries with it
certain legal duties, known as fiduciary duties.