The answer is: "yes and no". The government has argued all along that directors' duties haven't really changed that much under the Companies Act 2006 (the '2006 Act'). What has changed is the way in which they are presented and structured - the main fiduciary duties are now 'codified' (i.e. set out in the 2006 Act) rather than being formed over time by case law, as was previously the case.

However, the new central duty, to promote the success of the company, does represent a shift in the onus on directors and has been the subject of much debate, and the conflict of interest provisions in the 2006 Act, in particular, are different from those that directors must currently adhere to.

The 2006 Act sets out seven key duties for directors:

The conflict of interest duties, numbers 4, 5 and 6, do not come into force until 1 October 2008. This is in order to give companies time to amend their Articles of Association, and generally get themselves organised for the new conflicts regime. The most significant change is that independent directors will be allowed to authorise a director's conflict of interest.

The remaining duties came into force on 1 October 2007, and as noted above, it is the second one that has caused the most concern. Pursuant to this new central duty, a director must act in a way in which he or she considers, in good faith, would be most likely to promote the success of the company for the benefit of its members as a whole. In doing so, the 2006 Act sets out a non-exhaustive list of specific factors that the director must have regard to, including the likely consequences of any decision in the long term, the impact of the company's operations on the community and the environment, and the interests of the company's employees. Problems likely to arise from this include the lack of a comprehensive definition of 'success' and also a lack of guidance as to how one should balance the various issues. It is to be hoped that the setting out in legislation of a list of specific issues to be considered does not lead to mere box-ticking by directors during the course of their decision-making. Indeed, we would recommend that that is not appropriate, as merely ticking a box does not prove that the directors have properly considered the particular issue. Careful minute-taking, however, will be important where any particular issue is of specific importance to the directors' decision. In addition to this, companies should ensure that all their directors are fully up to speed with the new codified duties.

Finally, do note that the new statement of duties does not cover all duties that a director may owe to the company - other duties are incorporated in the 2006 Act (such as, the duty to deliver accounts) and some remain uncodified (such as the duty to consider creditors' interests in times of threatened insolvency).