在本案中需要决定的问题是乔治是否违反了他作为伊斯灵顿有限公司董事的任何职责。作为伊斯灵顿有限公司的董事，乔治与Maggi达成了一项协议，他们创立了自己的公司Fon PLC。之后Islington Ltd.开始知道George拥有Fon Plc的股份。
在这方面已经规定了董事的几项职责。这些是（i）在权力内行事的义务; （ii）促进公司成功的责任; （iii）行使独立判断的责任; （iv）有责任保持合理的谨慎，技巧和勤奋; （v）避免冲突的责任; （vi）披露交易冲突的义务和（vii）董事在接受第三方利益的同时承担的责任。
The issue that needs to be decided in the present case is if George has breached any of his duties as the director of Islington Ltd. As a director of Islington Ltd., George entered into an agreement with Maggi and they started their own company, Fon Plc. Later on Islington Ltd. comes to know that George owns shares in Fon Plc.
There are several duties of the directors that have been prescribed in this regard. These are (i) the duty to act within powers; (ii) the duty to promote the success of the company; (iii) duty to exercise independent judgment; (iv) duty to exercise reasonable care, skill and diligence; (v) duty to avoid a situation of conflict; (vi) duty to disclose the transactional conflict and (vii) the duty of directors while accepting benefits from third parties.
For example, s 175 of the Companies Act prescribes the duty of the directors to stay away from conflicts of interest. In this regard, this section provides that a director needs to avoid situations where direct or indirect interest could be present that is in conflict with companies’ interests. At the same time, s175(2) prescribes that this requirement also applies particularly to the exploitation of any opportunity, information or property. At the same time, this provision also mentions that in this regard it is not material if the company could have taken the advantage of such opportunity, information or property.
In view of these provisions, the directors of companies are required to avoid circumstances where there can be a conflict of interestwith that of the company. This is a very wide wording and includes actual as well as potential conflicts of interest. In the same way, this duty applies to a conflict of interest and that of a duty.