Director duties while away on maternity leave

[kwastell]

I've searched the internet high and low for the answer to this, but haven't been able to find anything, so hoping someone here can help!

I'm a director of a limited company, along with two other directors. While I was on maternity leave some decisions were made that I wasn't consulted on and I would have likely disagreed had they been brought to my attention.

Does anyone have any knowledge around what responsibilities you hold as a director while away from the business on maternity leave? Am I accountable for any business activities that happened while I was on maternity leave?

Many thanks in advance.

(I've kept my username private to avoid recognition of the business)

With the caveat I'm not a lawyer but have served on several private company boards in exec and non exec capacities...

While you are an appointed director you will have the usual fiduciary duties and responsibilities and therefore will be accountable. It's your responsibility to make arrangements if you are not going to be available i.e. request notification of any discussions, appoint a proxy etc.

Having said that, if any issue were to arise then I'd see two potential scenarios:

1. You might have a claim against fellow directors for discrimination in that they did not involve you in relevant discussions because you were on mat leave.

1. If a case was to get to court, the fact you were on mat leave (and board minutes will prove you were not present), you may not be seen as knowing there had been a breach (i.e. trading while insolvent).

But I'd think the responsibility lies on you as a director to ensure your responsibilities to the shareholders were met.

I will be up against this same problem. Is there any lawyer firms (cheapish) i can contact about this and what rights i have and do not have as a director of a company whilst on maternity.

Hanch - I think you should be able to contact the company's solicitors and they would pay for advice.

It might be covered in your Articles of Association, but I'd suspect not.