Absolutely.
S172 of the Companies Act - Duty to promote the success of the company.
To promote the success of the company: A director must act in a way he considers, in good faith, would be most likely to promote the success of the Company for the benefit of the members as a whole. There are factors that a director should take into account. These include, but are not limited to:
- the likely consequences of the decision in the long term;
- the interests of the company’s employees;
- the impact of the decision on the Company’s reputation; and
- the need to act fairly as between the members.
S 174 - Duty to exercise reasonable care, skill and diligence
A director must exercise the same skill, care and diligence as would be expected of (1) a reasonably diligent person with the level of general knowledge, skill and experience that may reasonably be expected of the person carrying out the functions of that director in relation to the Company and (2) the actual knowledge, skill and experience of that director. If a director has, for example, specialist knowledge of a subject, then he will be expected to exercise the skills commensurate with that knowledge (having regard to his functions and specific responsibilities).
To avoid conflicts of interest: A director must avoid situations where he might have a direct or indirect interest that would conflict with the interests of the Company. This is not the same as the duty to declare an interest in a proposed transaction or arrangement with the Company. Conflicts that do arise may be authorised by the other independent directors, the members or the Company’s constitution.
The FA have a document confirming that footballing directors are bound by the Companies Act 2006 including other common law duties such as:
- the duty to act bona fide in the interests of the Company;
- the duty to act for proper purposes/ not for any collateral purpose (e.g. not for personal gain, or with a conflicting interest);
You could put together a decent argument (perhaps not enough to be successful but enough to get a claim going) that Woodward has definitely not acted in the club's best interests by a) refusing to back manager in transfer window but more importantly b) failing to pull the trigger when the club is absolute free fall and its reputation is taking a massive hit. He's basically sitting back and not acting in the clubs interests. One could argue that the contract renewals he is offering left right and centre, and the entirety of his tenure he has lacked the requisite skill, care and diligence expected of someone in such an important role at a football club - he lacks the footballing expertise to be employed in such a role. Final point is does he act more in the interests of the Glazers than he does in the actual football club? are their interests compared to that of the club as aligned as they once were or are the Glazers looking to get out of the club soon and DGAF about how the club is being run? or is his 'personal vendetta' against Mourinho blinding him to taking actions which are best for the club?
