واجب العضو المنتدب لشركة المساهمة بالولاء نحو الشركة: "دراسة تحليلية مقارنة"

الملخص EN

The managing board member bears two basic responsibilities towards the company: the duty to exercise due diligence in managing its affairs, and the duty of loyalty to the company.

This duty of loyalty requires the managing board member to avoid any conflict of interest with the company, or at least, not to prefer his personal interest over the company’s interest in If such a conflict arises, the duty of the managing board member to be loyal to the company stems from several obligations, the first of which is his duty to preserve the company’s funds, as the legislator imposes on the board of directors the duty of preserving and protecting the company’s funds and not disposing of them except with the approval of its owners- the shareholders- by authorizing the board to dispose of them.

In these funds and as required by the company's purpose.

The managing member of the Board of Directors is also obligated to be concerned with the interests of the company and its shareholders and to make the necessary effort to achieve the purpose for which the company was established.

He is also obligated to observe good faith in all actions and contracts he concludes with others and that his actions do not involve fraud or bad faith.

Because this ultimately causes harm to all parties.

The principle of good faith requires the managing member of the Board of Directors to commit to preserving the company’s secrets and not competing with it, as revealing the company’s secrets is an unethical act that undoubtedly harms its interest and the interest of its shareholders.

Likewise, competing with the company, even if it is a legitimate act for others or for other companies operating in the same activity that it engages in.

The company, however, this competition becomes illegal if it is issued by those in charge of the company’s management.

Finally, the duty of loyalty is imposed on the Board of Directors of the joint-stock company by disclosing all necessary data and information to shareholders and those dealing with the company, if this data and information would affect the investment decisions of the company’s shareholders and those dealing with it.