"MY RESPONSIBILITY IS TO THE COMPANY, IT'S ACTUALLY NOT TO SHAREHOLDERS": DIRECTOR INTERPRETATIONS OF THEIR DUTY TO ACT IN GOOD FAITH AND IN THE BEST INTERESTS OF THE COMPANY.

Directors have a duty to act in good faith and in the best interests of the company. Yet, the scope of this duty remains disputed. Longstanding debate has surrounded the duty, with arguments principally concerning to whom it is owed and what constitutes the company's interests. More recently, this debate continues in light of increasing societal expectations of good corporate behaviour and the sustainability crises facing the Earth system. In this context, this paper explores how directors of New Zealand companies interpret their duty to act in good faith and in the best interests of the company. It draws on data generated in 22 qualitative interviews conducted with current professional directors sitting on private sector boards in New Zealand. The paper begins with a discussion of the duty, which is enshrined in statute under s 131 of the Companies Act 1993, before outlining the research design. The findings detail an entity conceptualisation of the company whose interests are broadly construed to encompass not only its shareholders' interests, but also those of other stakeholders including the community and environment. The paper subsequently reflects on this consensus, considering the current legal landscape and implications for any further clarification of the duty. [ABSTRACT FROM AUTHOR]