director

A person appointed to carry out the day-to-day management of a company. A public company must have at least two directors, a private company at least one. 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 association 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 trading or for 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 personal qualifications (e.g. a chartered accountant must exercise more skill than an unqualified person). Directors need no formal qualifications. Directors may not put their own 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:

• presenting to members of the company, at least annually, the accounts of the company and a directors' report;

• keeping a register of directors, a register of directors' shareholdings, and a register of shares;

• calling an annual general meeting;

• sending all relevant documents to the Registrar of Companies;

• 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.

See also: Cadbury Report, directors or higher-paid employees, executive director, non-executive director, shadow director