269Topic list Syllabus reference
1 The role of directors F1(a)
2 Appointment of directors F1(b)
3 Remuneration of directors F1(b)
4 Vacation of office F1(b)
5 Disqualification of directors F1(b)
6 Powers of directors F1(c)
7 Powers of the Chief Executive Officer (Managing
Director)F1(c)8 Powers of an individual director F1(c)
9 Duties of directors F1(d)
eCompany directors
Introduction
In this chapter we turn our attention to the appointment and removal, and the
powers and duties, of company directors.
The important principle to grasp is that the extent of directors' powers is
defined by the articles.
If shareholders do not approve of the directors' acts they must either remove
them or alter the articles to regulate their future conduct. However, they
cannot simply take over the functions of the directors.
In essence, the directors act as agents of the company. This ties in with the
agency part of your law studies. The different types of authority a director can
have (implied and actual) are important in this area.
We also consider the duties of directors under statute and remedies for the
breach of such duties.
Statute also imposes some duties on directors, specifically concerning
openness when transacting with the company.
Finally we look at the duties and powers of the company secretary and auditor.