Directors have far reaching legal responsibilities, and owe a fiduciary duty to the company they serve as principal. They have wide ranging duties of loyalty and good faith to their company, and to act in a way that promotes its long-term success, and are also under duties of care, diligence and skill. Failing to observe their responsibilities and perform their duties could lead to disqualification as a director, fines, criminal prosecution or being made personally liable for the company's debts.
It is therefore essential to take action if you feel that the board is acting improperly. The most appropriate course will depend on the circumstances. For example, if the board has simply overlooked something, such as filing a required document with Companies House, you could just say so and ensure that the situation was dealt with.
However, you might feel that one or more members of the board are deliberately acting improperly - for example, by profiting privately at the expense of the company, or ordering goods and services on behalf of the company at a time when it is unlikely that the company will be able to pay for those goods or services. In these circumstances, you should ensure that there is evidence of your objections, and should take legal advice on protecting yourself.
Although you are not generally liable for the actions of other directors if you didn't know about them and took no part in them, turning a blind eye is not enough to protect you. Nor is simply resigning as a director: you might still face action against you if, for example, the company subsequently became insolvent.
