- Could it be his spreading tum? ("purposely to increase gravitas, because businessmen have big bellies" - Corporate Blawg's verbose excuse)
- Could it be a new age dawning, due to his next birthday having a zero on the end?
- Could it be magic?
For an inexplicable reason, Corporate Blawg is thinking that it's time for self-improvement. The blawg has been reinvented, now the mind behind the blawg needs a bit of personal development.
To get the body fixed before the spirit, Corporate Blawg visited the dental hygenist to remove the calcites from his teeth. After 60 minutes of the most enjoyably painful experience he has ever had, Corporate Blawg now has a twice-daily 15 minute routine to ensure his teeth are brushed, flossed, rinsed, gargled and his tongue well and truly scraped to be fungus free. Corporate Blawg's mouth is now so hygenic that he could lick crockery clean enough for babies to eat off!
Since Corporate Blawg clearly needs to improve in a number of other ways, such as exercise (beyond walking to the bus stop), eating habits (not splashing soup on tie), social advancement (remembering names of people he meets) and personal development (buying new PS2 games and increasing his 2000 a.d. collection), Corporate Blawg has turned to management training to fine tune his life to be healthier, more efficient and more spiritually rewarding.
Through a complex adaption of Six Sigma (not to be confused with Sigma 6), Corporate Blawg intends to systematically remove defects in his lifestyle to achieve perfection. Firstly, he DEFINES, then he will MEASURE, then ANALYZE, IMPROVE and finally CONTROL. Tackling the first step, Corporate Blawg found that he was having troubling "defining". Accordingly, Corporate Blawg must first project manage this Six Sigma to success, by using PMBOK, PERT, waterfall development, critical chain and CMMI. It may also be necessary to first use SWOT, BHAG, TRO and SMART to establish his strategic direction. Corporate Blawg may take a few years to reach the end of the "defining" stage, because understanding management jargon is like knitting with fog.
However, when he is ready to fully engage with his pathway to perfection, he will be sure to let you know how smug he has become.
The end result of this process will be that Corporate Blawg will have removed all decision-making to ensure that time is used in the most efficient burger-flipping way, and that Corporate Blawg becomes an automaton to health and happiness.
So how do director's of company's profit from their activities? Well, besides under a service contract, or through dividend distributions, Corporate Blueg notes that directors should not exercise their powers to obtain a personal profit. And like Corporate Blawg on his pathway to perfection, personal achievement should be measured by other people's respect rather than by personal profit.
It is a common law fiduciary duty that directors do not make a personal profit, under Regal (Hastings) Limited v Gulliver  2 AC 134, and also (the slightly easier to remember) Bamford v Bamford  Ch 202.
This fiduciary duty has been subsumed into the Companies Act 2006 in sections 175 (Duty to avoid conflicts of interest), but is mainly in section 176 (Duty not to accept benefits from third parties). An interesting defence to accepting benefits from third parties is set out in section 176(4):
This duty is not infringed if the acceptance of the benefit cannot reasonably be regarded as likely to give rise to a conflict of interest.
Going back a section, section 175(1) states:
A director must avoid a situation in which he has, or can have, a direct or indirect interest that conflicts, or possibly may conflict, with the interests of the company.
Accordingly, section 176 is actually redundant, unless we want to argue the semantics of whether "cannot reasonably be regarded as likely to give rise to" means the same as the horrible tautology: "possible may"? So taxi for semantics... get your coat semantics!
To add insult to the injury and death of any meaningful use of section 176 (conflicts of interest), the Explanatory Notes to the Companies Act 2006 state at para 338:
Conflicts of interest may also arise whenever a director makes a profit in the course of being a director, in the matter of his directorship, without the knowledge and consent of his company.
If you're very determined to argue that benefits are not the same as profits, Corporate Blawg welcomes your lyrical waxing.
So, on that friendly note, and the fond memory of Bamford v Thumper (ok - Bamford v Bamford), Corporate Blueg is keen discover more comedy case-names? Corporate Blueg can find smut without any problem, thanks to Westlaw and a male mind, (e.g. The Willy v Trento (1920) 2 Li L Rep 598 relates to a steamship called willy and not to a surprise in a cubicle).
Corporate Blawg is now off to spend an efficient 2.25 minutes making a cup of tea.