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Directors and their Duties (Reporting and Election (Public Companies - at…
Directors and their Duties
What is a Director?
Anyone who occupies the position of director (or equivalent position), whether formally appointed or not
Shadow directors advise and instruct directors. They bare the same responsibilities as directors.
Reporting and Election
Public Companies - at least 2 directors
Private Companies - at least 1 director
Register of name, contact address, D.O.B and occupation
Subject to re-election at AGMs
Disqualification and Payment
Disqualification
Undischarged bankrupts cannot be directors unless specifically allowed by the court
Company Directors Disqualification Act 1986
Breach makes directors personally liable
Disqualification order if there is a serious offence in connection with the company or the person is judged unfit to manage
Payment
No statutory requirement hence directors are usually also employees
Directors' Remuneration Report
Binding shareholder vote on pay
Duties
Board
Establishing vision, mission and values
Strategy and structure
Delegating responsibility to management
Responsible to shareholders
Directors
Act within powers
Reasonable care, skill and diligence
Promote success of company
Not accept third party benefits
Avoid conflicts of interest
Declare any interest in proposed transactions