Fiduciary duty is a legal or ethical relationship of confidence or trust regarding the management of money or property between two or more parties. This principle also applies to the relationship between a director of a company and its shareholders.
In other words, the director must:
- act in good faith,
- discharge his duties for the sole benefit of the company's shareholders,
- avoid circumstances of conflict of duty and interest
In my opinion, any discussion of managament should be according to these criteria.
The rest is neither here nor there.