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COMPANIES CLAUSES CONSOLIDATION ACT 1845 - SECT 100

Directors not to be personally liable.

100. No director, by being party to or executing in his capacity of director
any contract or other instrument on behalf of the company, or otherwise
lawfully executing any of the powers given to the directors, shall be subject
to be sued or prosecuted, either individually or collectively, by any person
whomsoever; and the bodies or goods or lands of the directors shall not be
liable to execution of any legal process by reason of any contract or other
instrument so entered into, signed, or executed by them, or by reason of any
other lawful act done by them in the execution of any of their powers as
directors; and the directors, their heirs, executors, and administrators,
shall be indemnified out of the capital of the company for all payments made
or liability incurred in respect of any acts done by them, and for all losses,
costs, and damages which they may incur in the execution of the powers granted
to them; and the directors for the time being of the company may apply the
existing funds and capital of the company for the purposes of such indemnity,
and may, if necessary for that purpose, make calls of the capital remaining
unpaid, if any.

And with respect to the appointment and duties of auditors:

© 1845 Crown Copyright

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