Prior to the Companies act 2006 the civil duties of a director were largely governed by common law.
Directors must continue to act in a way that benefits the shareholders as a whole, but there is now an additional list of non-exhaustive factors to which the directors must have regard. :
1. The long term consequences of decisions
2. The interests of employees.
3. The need to foster the company's business relationships with suppliers, customers and others
4. The impact on the community and the environment and to maintain a reputation for high standards of business conduct
5. The need to act fairly as between members.
Directors are responsible for ensuring the accounts are accurate and delivered on time, shareholders own companies but they do not run them this is the duty of the directors, if the shareholders do not believe the directors, including the CEO, are acting in a way that enhances the company it is for them to take the civil action they believe to be appropriate, this assumes the criminal law has not been broken.