S181 Corp. Act 2001 states that a director or other officer of a corporation must exercise his or her powers and discharge his or her duties in good faith and for a proper purpose. It restates the equitable principles of the duties owed between fiduciaries and those who they protect. Directors have to avoid conflicts of interest and disclose if such situations arise. Directors do not need to be acting in a manner which is fraudulent, criminal or mischievous to breach this duty. If there is a conflict for whatever matter, they are in breach. As a general proposition of equity fiduciaries are not permitted to be caught in a conflict between their personal interests and their