Impose a duty on directors:
A company is, however, free to impose a duty on its directors to attend board meetings within a certain period of time and to prescribe the consequences of a breach of the duty. See, for example, Table A, Article 88(f).
In respect of all duties which having regard to the exigencies of business so, and the articles of association there may properly be left to several other official, a director is, in the absence of grounds for suspicion, warranted in trusting that official to perform such duties honestly.
Whether a director is to be made liable then it can only be on the basis of his personal negligence, and it is not negligence to delegate some responsibilities to officials or employees of the company whose previous conduct has given no grounds for distrust or suspicion.
In DOVEY v CORY a director was held not liable for negligence merely because he had failed to verify false information regarding the company's accounts which he had been given by the company's manager and managing director. The court stated:
"Business cannot be carried on upon principles of distrust. Men in responsible positions must be trusted by those above them, with those below them there through until there is reason to distrust them. Because we agree that care and prudence do not involve distrust."