On Fiduciary Duty
Some information gleaned from using FGoogle's AI
Definition of Fiduciary Duty
A fiduciary duty is a legal obligation to act in the best interests of another person or entity, requiring utmost loyalty, good faith, and prudence, often in relationships of trust like trustee/beneficiary, solicitor/client, or director/company, preventing self-dealing, conflicts of interest, and unauthorized profits
A fiduciary duty is a legal or ethical obligation of trust and confidence that one party (the fiduciary) owes to another (the principal or beneficiary). The core principle of this duty is that the fiduciary must act solely in the best interests of the beneficiary, even above their own interests.
Thus it's a high standard of care, meaning the fiduciary must prioritize the other party's interests above their own.
Key Principles / Core Duties
The precise duties depend on the specific relationship and jurisdiction, but generally include:
- Duty of Loyalty: Act solely for the benefit of the principal, avoiding personal gain or benefit for third parties without full disclosure and consent.
- Duty of Loyalty: The fiduciary must put the beneficiary's interests first and avoid any conflicts of interest.
- No Conflict Rule: Do not put oneself in a position where personal interests clash with duties owed to the other party.
- No Profit Rule: Do not make unauthorized profits from the position of trust.
- Duty Not to Profit: A fiduciary must not make an unauthorised profit from their position unless they have the principal's informed consent.
- Duty of Care/Skill: Act with the competence and diligence expected, often codified for specific roles (e.g., directors, trustees).
- Duty of Care/Prudence: The fiduciary must exercise reasonable skill, diligence, and caution in managing affairs, as a prudent person would with their own matters.
- Duty to Act in Good Faith: All actions must be honest and made with integrity.
- Duty of Confidentiality & Disclosure: Fiduciaries must maintain confidentiality of sensitive information and disclose all relevant information required by the principal.
Key Concepts
- Relationship of Trust: A fiduciary relationship is one where the principal is reliant on the fiduciary to exercise power or act on their behalf, creating a legitimate expectation of loyalty and good faith.
- Highest Standard of Care: Fiduciary duty imposes a strict standard of behavior, often described as a single-minded loyalty, which is generally a higher standard than the common law duty of care.
- Informed Consent: A fiduciary can potentially avoid liability for actions that might otherwise be a breach if they make a full and frank disclosure of all relevant information, and the principal provides fully informed consent.
Common Fiduciary Relationships
Typical Applications
- Trustees: To beneficiaries.
- Company Directors: To the company and its shareholders.
Examples in Practice (Directors)
- Act in the company's best financial interests.
- Use company information and property only for company purposes.
- Avoid situations where their personal gain conflicts with the company's interests
Consequences of a Breach
A breach of fiduciary duty can have significant legal and financial consequences. The fiduciary may face personal legal liability and can be sued by the principal. Potential remedies awarded by a court can include:
- Account of profits: Forcing the fiduciary to give up any profits made as a result of the breach.
- Equitable compensation/Damages: Monetary awards to compensate the principal for any losses incurred.
- Rescission: Setting aside a transaction that was conducted in breach of duty.
- Injunction: A court order to stop the fiduciary from taking a certain action.
- Removal: Removing the individual from their position (e.g., as a trustee or director).
The Institute of Directors [IOD]
The IOD has a number of relevant "fact sheets" on their web site at https://www.iod.com/resources which include:
- Directors’ duties and responsibilities
- The role of the company secretary
These further explain the duties of Directors and Company Secretaries.
For more information on various persons click here: 22nd January 2026 - link removed at request of Fast Hosting Direct.
Notes on the Insurance Documents for 2024 and 2025
Documents
The declaration or statement of fact made by KML to the broker for 2024 has NOT been provided.
To see the Insurance Schedule [Property Certificate] for 2024 click here. This was provided by Grace Miller.
To see the 2024 Terms and Conditions click here [Reviewed below]. These were published by Rendall & Rittner.
The declaration or statement of fact made by KML to the broker for 2025 has NOT been provided.
To see the Insurance Schedule [The Schedule [Real Estate Insurance Pollcy]] for 2025 click here. This was provided by Grace Miller.
As at November 2025, the applicable wording for 2025 has NOT been provided by Grace Miller despite being requested.
Conclusions
The following conclusions are reached:
- The garages are included within the meaning of the definition of the insured buildings. See page 24 of the 2024 Terms and Conditions. To be verified that this remains in the 2025 wording.
- The Standard of construction given on page 12 of the 2024 Terms and Conditions is replaced by that in the Schedule.
- The construction clause for both 2024 and 2025 reads as follows:
"The Premises are built of brick, slate, stone or concrete and roofed with slates, tiles or concrete with less than 10% of the roof and/or walls of combustible materials; wood, Sandwich or composite panels, straw, thatch, or felt on timber". - The question as to whether there is a valid insurance therefore relates only to the 10% condition.
If it is exceeded, then there is no insurance.
The latest assessment calculations, INCLUDING the garages indicates that, even discounting the re-roofing, the percentage in flammable materials is of the order of 25%. Including the re-roofing, it is some 40%.
To see the assessment calculations, which need to be verified, click here.
A Note on the 2025 Insurance Schedule
This document includes on the third page the following statement:
COMPETING CLAUSE
Terms are provided subject to confirmation that the current programme does not include any capacity provided by Accelerant Insurance Europe SA.
If Accelerant Insurance Europe SA is the current capacity provider then these terms are automatically withdrawn.
This clause is simply not understood as it is not in plain English [containing undefined terms], and begs the question as to who is to provide confirmation as to capacity to Accelerant Insurance Europe SA.
Notes on the 2024 Terms and Conditions.
Welcome [page 2]
You have a duty to make a fair presentation of the risk which is covered by this policy. Please ensure all information You have provided is accurate and complete. All information should be provided in good faith.
If You do not comply with this Your policy may not be valid and may therefore not cover You.
Regulatory Information [page 5]
We are Ventis, a trading name of Mission Underwriting UK Limited. Mission Underwriting UK Limited t/a Ventis is regulated by the Financial Conduct Authority (FCA). FCA Number: 314946 and registered address: One Fleet Place, London EC4M 7WS (Company Number 05314336)
Ventis act as an agent for Accelerant Agency Limited – UK Branch (the Master Coverholder) and Accelerant Insurance Europe SA/NV UK Branch (the Underwriters) in performing Our duties under this policy.
Complaints [page 6]
email address:
Keeping the Insurer Informed [page 8]
When We are notified that information You previously provided is inaccurate, or of any changes to that information, We will inform You if this affects Your insurance.
This does not preclude notification by a party with an interest, viz a party for whom the insurance is contractually required under the lease of part of the property to said party.
Remedies for Breach of the Duty of Fair Presentation [page 11]
If Your breach of the duty of fair presentation is deliberate or reckless:
- We may avoid the contract, and refuse to pay all claims; and,
- We need not return any of the premiums paid
Premises [page 12]
The buildings or part of the buildings and grounds at the address or addresses shown in the schedule owned by You or for which You are legally responsible in connection with the Business.
Distinctly different to the Property Insured.
Property Insured [page 12]
In respect of Sections 1 - 5 only as stated in the schedule.
2024: Only Block B. 2025: Blocks A, B, and C.
Standard Construction [page 12]
Construction of brick, stone, or concrete. Roofed with slate, tiles, concrete, metal, or Asbestos and where composite panels are not present. If timber is only present in respect of floors only, the building can still be classed as Standard Construction.
The Schedule defines an alternative construction, and includes "thatch". Thatch was banned in London, along with wooden chimneys some 6 centuries ago. It's inclusion suggests the list of flammable materials is indicative. Thus the itumenn on felt repairs should be included in the assessment of the 10% flammability level.
Roof Maintenance Condition [page 15]
It is a condition precedent to Our liability that any flat felted roof that is older than 10 years or where the age is unknown is inspected at least once every two years by a qualified builder or property surveyor and:
- a permanent record is kept of all such inspections, repairs and maintenance.
- any defect identified by that inspection is repaired immediately
Contracts (Rights of Third Parties) Act 1999
Rights of lessees for information emanate from the Lease, and the Landlord & Tenant Act.
Section 1: Property Damage [page 24]
Buildings [at the premises specified in the schedule]
- Outbuildings and sub-stations.
Thus the garages are included., and the garage roofs are to be included in the 10% calculation.
Residential Accommodation
Furniture, furnishings, fitted carpets, appliances and other household goods (excluding brown goods) in any self-contained flat or other private dwelling.
Unauthorised Use of Electricity Gas or Water [page 38]
It is agreed that cover extends to include the cost of metered electricity gas or water for which You are legally responsible caused by unauthorised use by persons taking possession of or occupying Premises without Your authority:
Subject to You taking all practical steps to terminate such unauthorised use as soon as it is discovered.
Thus electricity lost due to unlawful letting of garages NOT covered.
Noted that the theft of electricity was enabled by the Board of KML.
First-tier Tribunal (Property Chamber) Costs Protection [page 66]
An application by Your tenant(s) for a Section 20C notice under the Landlord and Tenant Act 1985 which could prevent You from recovering Legal Costs & Expenses from Your tenant(s) following proceedings brought under
- Section 27A in respect of Your tenants liability to pay You service charges and/or
- Section 19 in respect of the reasonableness of service charges or the standard of works carried out on Your Property Insured
What Is Not Covered Under Contract & Debt Recovery [page 66]
Any claim arising from or relating to:
- an amount which is less than £200.
- a dispute with a tenant or lease where You are the landlord or lessor.
Real Estate Policy [two pages prior to last two]
Taken from the Schedule
Invoice details: [last two pages]
TBIG Residential Ltd, Policy Number: 3245, Policy Term: 11/08/24 - 10/08/25
Premium 24,066.78
Insurance Premium Tax 2,888.01
Commission Fee 50.00
Policy Fee 750.00
Admin Fee 50.00
Insurety and Insurety Protect are trading styles of Insurety Ltd. Insurety Ltd is authorised and regulated by the Financial Conduct Authority with the firm reference number (FRN) 971455. Insurety is registered in England and Wales under Registration Number 12087894.
The registered address is Cheltenham Film Studios, Arle Court, Hatherley Lane, Cheltenham, Gloucestershire, GL51 6PN
Next
Research using Companies House into what is best described as a web of companies continues. The records for Insurety and TBIG reveal a list of people, which leads to a large number of small companies.
This can then be compared to Clear Insurance, the brokers who were misled by JCFPM's Associate Director.
An hours worth of research reveals a staggering difference.
The question is "Who would one trust ?"
About Insurance Costs
The impact of the unlawful erection of cladding in 2017 was two fold:
-
- The existing insurer terminated the insurance as they are allowed when a false declaration has been made on their discovery in August 2021, resulting in a loss of £3,488.09.
- The cost of insurance increased by a factor of about three - for the estate, circa £9k to circa £25k.
Noted: The increase in the costs of insurance results in a similar increase in the commissions which may be earned . . .
-
The following are the insurance charges raised for the estate, and the allocation to the service charge year [1st January to 31st December], Noted that Insurance withdrawn by Allianz 10th August 2021:
Invoicing and Allocation to Year
-£3,488.09
About Monies since 2015
PLEASE use landscape mode on a mobile phone, or much better use a pc.
If you wish to view the article then please email the
Calling a Shareholders Meeting
The law:
https://www.legislation.gov.uk/ukpga/2006/46/part/13/chapter/3/crossheading/calling-meetings
Google - "how to obtain usual residential address of shareholders for a meeting"
AI Overview
To obtain shareholders' usual residential addresses in the UK, you must consult the company's internal Register of Members, which is a private document not available to the public but must be provided to shareholders upon request. You cannot typically find this information on the public register at Companies House, as it contains the company's public information, not private shareholder details, unless a shareholder has specifically agreed to use their home address as their service address.
Steps to Obtain Shareholders' Residential Addresses
1. Request the Register of Members:
Shareholders have a statutory right to inspect the company's Register of Members, which contains the names of all shareholders and their addresses.
2. Inspect the Register:
The company must allow shareholders to view this register, typically kept at the company's registered office or another agreed-upon location.
3. Identify the Required Addresses:
Once you have access to the register, you can find the usual residential addresses of the shareholders for the meeting.
Why the Information Isn't Public
Private Company Information:
The Register of Members is a private company register, not part of the public information held by Companies House.
Data Protection:
The home addresses of directors and shareholders are considered private information to protect their privacy and prevent misuse, according to GOV.UK.
What You Will Find on the Public Register
Company Information:
The public register at Companies House contains public information about the company and its directors, but not the shareholders' private details.
Service Addresses:
Directors must provide a service address, which is made public and can be the company's registered office or the director's home address.
By law, the company is obliged to maintain and provide access to its Register of Members to shareholders, making it the correct place to find the necessary addresses for a meeting.
How to obtain usual residential address of shareholders for a meeting
For private individuals (non-officers)
You cannot access the register of members for free or for any purpose, unlike public records at Companies House. To get a copy of the addresses for a meeting, you must submit a formal request for a "proper purpose".
Request
Submit a formal request to the company. This request must be in writing and include:
- Your name and address.
- The purpose for which the information is to be used. For example, to contact fellow shareholders about a general meeting.
- Details of any other person to whom you intend to disclose the information.
- State your "proper purpose." The company can only refuse your request if they can prove in court that it is not for a proper purpose, such as a legitimate shareholder meeting.
Response
The company must respond. The company has five working days to either comply with the request or apply to the court to refuse it.
A fee may apply. While a member is entitled to inspect the register for free, a company can charge a fee for a copy of the register.
Using addresses from Companies House
Public information from Companies House may be misleading and is not a reliable source for current shareholder addresses.
Incorporation documents:
The addresses of the initial shareholders (subscribers) are on the public record at Companies House via the company's incorporation documents.
Post-incorporation changes:
The addresses of shareholders who join after incorporation are generally not publicly available from Companies House. This is to protect personal privacy.
Public register vs. internal register:
- The public register at Companies House is distinct from the company's internal register of members.
- The internal register is the definitive and most up-to-date source of shareholder information.
The Institute of Directors
https://www.iod.com/resources/company-structure/removal-of-a-director/
Unless there is a special provision in the company’s Articles of Association a director cannot be removed from office by the Board of Directors, and only the shareholders can remove a director.
The statutory procedure allows any director to be removed by ordinary resolution of the shareholders in general meetings (i.e., the holders of more than 50% of the voting shares must agree). This right of removal by the shareholders cannot be excluded by the Articles or by any agreement.
https://www.iod.com/resources/company-structure/the-role-of-the-company-secretary/
Secretaries of private companies (where they continue) are not required to have any particular qualifications or experience.
Directors’ duties are formally set out in sections 171–177 of the Companies Act 2006.
