ularities
committed by his co-directors in his absence. A director again must not
sign cheques without informing himself of the purpose for which they are
given. A director, on the same principle, must not delegate his duties
to others unless expressly authorized to do so, as where the company's
articles empower the directors to appoint a committee. Directors may, it
is true, employ skilled persons, such as engineers, valuers or
accountants, to assist them, but they must still exercise their judgment
as business men on the materials before them. Then in the matter of
honesty, a director must not accept a present in cash or shares or in
any other form whatever from the company's vendor, because such a
present is neither more nor less than a bribe to betray the interests of
the company, nor must he make any profit in the matter of his agency
without the knowledge and consent of his principal, the company. He must
not, in other words, put himself in a position in which his duty to the
company and his own interest conflict or even may conflict. This rule
often comes into play in the case of contracts between a company and a
director. There is nothing in itself invalid in such a contract, but the
onus is on the director if he would keep such a contract to show that
the company assented to his making a profit out of the contract, and for
that purpose he must show that he made full and fair disclosure to the
company of the nature and extent of his interest under the contract. It
is for this reason that when a company's vendor is also a director he
does not join the board until his co-directors have exercised an
independent judgment on the propriety of the purchase.

A director must also bear in mind--what is a fundamental principle of
company management--that the funds of the company are entrusted to the
directors for the objects of the company as defined by the company's
memorandum of association and authorized by the general law, and that
they must not be diverted from those objects or applied to purposes
which are outside the objects of the company, _ultra vires_, as it is
commonly called, or outside the powers of management given by the
shareholders to the directors. This does not abridge the large
discretion allowed to directors in carrying on the business of the
company. The funds embarked in a trading company are intended to be
employed for the acquisition of gain, and risk, greater or less
according to circumstances, i