What is typically held on trust for the company following a breach of director actions?

In the context of corporate governance and fiduciary duties, when a director breaches their obligations, certain forms of remuneration or financial benefits they received as a result of their actions may be claimed back for the benefit of the company. This generally applies to payments that the director has received that were derived from their actions leading to the breach.

When a director acts improperly, such as by misusing their position for personal gain or engaging in fraudulent activities, the law provides mechanisms to protect the interests of the company. In such cases, any payments made to the director that can be linked to the breach may be held on trust for the company. This means that the director no longer has rightful ownership of these sums, and they must be returned or allocated in a way that benefits the company as a whole.

Conversely, director fees, member rights, and share options may not necessarily be automatically subject to a trust following a breach. While they may still implicate issues of proper governance, they do not specifically carry the same legal precedents of recovery and accountability as direct payments tied to breaches of duty. Thus, it is the payments made under questionable circumstances that are most clearly aligned with the concept of being held on trust for the company following a breach of director actions.