The board of directors of Mutual Energy is ultimately responsible for the management and governance of the Mutual Energy group of companies and takes strategic and operational decisions.
Directors have, inter alia, duties to exercise their functions:-
- with reasonable care and skill;
- to draw up accounts;
- to act honestly and in good faith (fiduciary duties);
- to act in the best interests of the company;
- to not derive personal benefit or gain;
- to disclose conflict of interest.
The directors are accountable to the members at, inter alia, the AGM of Mutual Energy and at any EGMs that are called.
The company may by special resolution remove any director before the expiration of his period of office and may (subject to the company’s Articles of Association) by ordinary resolution appoint another person who is willing to act to be a director in his place.
The office of a director must be vacated if he:-
- resigns his office by notice;
- is or has been suffering from mental ill health;
- is absent without the permission of the board from meetings of the board for three consecutive months;
- becomes bankrupt;
- is prohibited by law from being a Director; or
- is removed from office pursuant to the company’s Articles of Association.