Section 191 - Exercise of powers of directors

(1) The directors shall not, without the approval of an ordinary resolution of the company, exceed the powers conferred on the directors by this Act, and the constitution of the company, or exercise those powers for a purpose different from that for which those powers were conferred, although the directors may believe the exercise of those powers is in the best interests of the company.

(2) Where a director

(a) fails to take reasonable steps to comply with subsection (1), or

(b) acts or omits to act in contravention of subsection (1), the director is personally liable to pay to the company or to any other person, the amount of moneys lost to the company or to the other person or the monetary value of the damages caused to, or suffered by, the company or that person as a result of the failure, act or omission of the director.

(3) Where the directors

(a) fail to take reasonable steps to comply with subsection (1), or

(b) act or omit to act in contravention of subsection (1), the directors are jointly and severally liable to pay to the company or to any other person, the amount of moneys lost to the company or to that other person, or the monetary value of the damages caused to, or suffered by, the company or that other person as a result of the failure, act or omission of the directors.

(4) An amount of money due and payable by virtue of subsection (2) or (3) may be recovered as a civil debt by the company or that other person.

(5) This section is in addition to, and not in derogation of, sections 192 and 193.