A director of a non-profit company whose role is to promote the business interests of its shareholders may breach fiduciary duties by setting up a competing business through a related entity, even where the company does not itself conduct the competing business, if the director's conduct impairs the company's capacity to achieve its objectives as defined in the shareholders agreement and licensing agreements. The scope of a director's fiduciary duties is informed by the terms of shareholders agreements and licensing agreements to which the director is a party. For accessorial liability under the second limb of Barnes v Addy, the primary judge's findings of deliberate, covert conduct with appreciation that it would harm the company may constitute a dishonest and fraudulent design even without an express finding in those terms.
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