L6-9

Question 1

Kinds of directors

Answer 1

De jure: who have been validly appointed or elected to the office;
De facto: directors who assume to act as directors without having been appointed validly or at all;
Shadow: does not claim or purport to act as a director. On the contrary, he claims not to be a director (in relation to a body corporate, means a person in accordance with whose directions or instructions (excluding advice given in a professional capacity) the directors, or a majority of the directors, of the body corporate are accustomed to act.)

Question 2

Types of directors according to functions

Answer 2

Managing directors (called as CEO, President…)
-	“The director appointed by the board of directors of a company as chief executive officer of the company. ... The managing director is an employee of the company who is in charge of the daily running of the company and supervises the work of other managers” (Butterworths Legal Dictionary: 719). 

Alternate director:
- A person appointed to act in the place of the person who was appointed to be a director when the latter is unavailable.

Nominee directors (nominated by someone)
-	 “A company director appointed to represent the interests of particular shareholders or creditors on the board of directors”: BALD: 790. 

Sources of power of appointment:
o company constitution (e.g. on the appointment by a creditor as a form of security);
o shareholder agreement (e.g. between corporate joint venturers.).
Executive/non executive directors: The former is a company employee. Latter supposed to be independent directors
Chairperson of the BOD: chairs board meetings; has a casting vote (Model Articles (public co) regs. 11, 13; Model Articles (private co) regs. 13, 14).
Board of Directors
- “Corporate organ comprising the directors elected by the shareholders of a company and having various functions including: appointing and rewarding the chief executive; setting goals, formulating strategy, and approving business plans; approving annual budgets and key management decisions; monitoring management performance and business results: Butterworths Australian Law Dictionary, 133.