<p>FYI &ndash; I came across the below whilst doing research,&nbsp; do you have details of the ski trip?</p>

<p><strong>Duty not to accept benefits from third parties (section 176)</strong></p>

<p><em><a href="https://uk.practicallaw.thomsonreuters.com/4-505-5245?originationContext=document&amp;transitionType=PLDocumentLink&amp;contextData=(sc.Default)"><strong>Section</strong> 176</a></em> codified the fiduciary rule prohibiting the exploitation of the position of director for personal benefit.</p>

<p>Under <strong>section</strong> 176, directors must not accept any benefit (including a bribe) from a third party which is conferred because of his or her being a director or doing or not doing anything as a director. &quot;Benefit&quot; is not defined. The government stated, during the parliamentary debates, that it intended the ordinary dictionary meaning of the word, and noted that the Oxford English Dictionary defined it as a favourable or helpful factor, circumstance, advantage or profit (<em>House of Commons, <strong>Company</strong> Law Reform Bill [Lords] in Standing Committee D, Solicitor-General, column 622)</em>.</p>

<p>The duty will not be infringed if the acceptance of the benefit cannot reasonably be regarded as likely to give rise to a conflict of interest. Benefits conferred by the <strong>company</strong>, its holding <strong>company</strong> or subsidiaries, and benefits received from a person who provides the director&#39;s services to the <strong>company</strong>, are excluded.</p>

<p>Unlike <em><a href="https://uk.practicallaw.thomsonreuters.com/0-505-5167?originationContext=document&amp;transitionType=PLDocumentLink&amp;contextData=(sc.Default)"><strong>section</strong> 175</a></em>, board authorisation is not permitted in respect of the acceptance of benefits from third parties, but any previous ability of the members of a <strong>company</strong> to authorise the acceptance of benefits that would otherwise be a breach of this duty is preserved by <em><a href="https://uk.practicallaw.thomsonreuters.com/5-505-5202?originationContext=document&amp;transitionType=PLDocumentLink&amp;contextData=(sc.Default)"><strong>section</strong> 180(4)</a></em>, and the <strong>company&#39;s</strong> articles may contain provisions for dealing with conflicts. <strong>Companies</strong> may wish to provide in their constitutions that where directors accept benefits under a specified value, they will not be in breach of their duty to the <strong>company</strong>, for example to ensure that the acceptance of a certain level of corporate hospitality will not cause a director to breach <strong>section</strong> 176.</p>

<p>The duty will continue to apply after a person ceases to be a director in relation to things done or omitted by them before they ceased to be a director.</p>