A person appointed to carry it the day-to-day management of a company. A public company must have at least two directors, a private company at least once. The directors of a company, collectively known as the board of directors. Usually act together, although power may be conferred (by the *articles of association) on one or more directors to exercise executive powers: in particular there is often a *managing director with considerable executive power. The first directors of a company are usually named in its articles of associa tion or are appointed by the subscribers; they are required to give a signed undertaking to act in that capacity, which must be sent to the *Registrar of Companies. Subsequent directors are appointed by the company at a general meeting, although in practice, they may be appointed by the other directors for ratification by the general meeting.
Directors may be discharged from office by an ordinary resolution with special notice at a general meeting, whether or not they have a *service contract in force. They may be disqualified for *fraudulent trading or *wrongful trad ing or any conduct that makes them unfit to manage the company. Directors owe duties of honesty and loyalty to the company (fiduciary duties) and a duty of care; their liability in *negligence depends upon their qualifications (e.g., a chartered accountant must exercise more skill than an unqualified man). Directors need no formal qualifications. Directors may not put their interests before those of the company, may not make contracts (other than service contracts) with the company. And must declare any personal interest in work undertaken by the company. Their formal responsibilities include present ing to company members, at least annually, the *accounts of the company and a *directors’ report; keeping a regis ter of directors. a register of directors’ shareholdings. And a register of shares; calling an *annual general meeting; send ing all rel2vant documents to the Registrar of Companies; and submitting a statement of affairs if the company is wound up (see LIQUIDATOR). Directors· remuneration consists of a salary and, in some cases, directors’ fees paid to them for being a director, and an expense allowance to cover their expenses incurred in the service of the company. Directors’ remuneration must be disclosed in the company’s accounts and shown separately from any pension payments or *compensation for loss of office. SeealsoEXECUTIVE DIRECTOR.
