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  Question:
 
  1.Directors will not be required to account to the company for profits received in their position as directors in which of the following circumstances?
 
  (i)Where it can be shown that the company has lost nothing
 
  (ii)Where the company in general meeting resolves that the profits need not be accounted for
 
  A.Neither(I)nor(ii).
 
  B.(ii)only.
 
  C.(i)only.
 
  D.Both(I)and(ii).
 
  2.Which of the following is not a statutory duty of a director under the Companies Act 2006?
 
  A.Duty to promote the success of the company.
 
  B.Duty to exercise independent judgement.
 
  C.Duty to act within powers.
 
  D.Duty to avoid transactions with the company.
 
 
  Answer
 
  1.B
 
  解析:It is immaterial that the company does not suffer loss.The director can join in the vote to approve the transaction as long as no fraud is committed.
 
  2.D
 
  解析:The other options are statutory duties.
 
  Duty to act within powers(s171)
 
  Duty to promote the success of the company(s172)
 
  Duty to exercise independent judgement(s173)