The business of a company is to be managed by its directors, who may pay expenses of promoting and registering the company and may exercise all powers not required to be exercised by the company in general meeting, subject to: (a) any regulations in the constitution; (b) the provisions of the Act; and (c) directions given by the company in general meeting by special resolution. A direction under (c) does not invalidate prior acts of the directors that would have been valid before that direction. Subsection (5) treats as meeting-level any power that would otherwise require a general meeting but may be effected by a members' written resolution.

Subject to those limits, the directors may exercise powers to borrow and to mortgage or charge the undertaking, property and uncalled capital of the company. The directors may delegate any of their powers to such person or persons, including committees, and any committee must in exercising delegated powers conform to regulations imposed by the directors. The provision is without prejudice to section 40.