1. TYPES OF DIRECTOR
1.1. Executive and Non-executive
1.1.1. Executive is a director who is involved in day-to day management and is a fulltime employee of a company.
1.1.2. Non-executive is a director who is not involved in the day-to-day management and not a full time employee of the company.
1.2. Independent director
1.2.1. A person that is free from the management or any other relationships, which could materially impede the ability of a director to give an independent judgement or view of the company.
1.3. Nominee
1.3.1. A person who has been appointed to represent the interest of a particular group or another person.
1.4. Alternate and Associate
1.4.1. A person may be appointed to act as a substitute director for another director.
1.5. De Facto and Shadow
1.5.1. A director who has the roles and responsibilities, and functions to perform or is assigned to perform in the company.
1.6. Alternate and Associate
2. RETIREMENT OR TERMINATION
2.1. Retirement-Section 205
2.1.1. All directors must retire at the conclusion of the first annual general meeting (for a public company).
2.1.2. One-third of the existing Board must retire from office at the annual general meeting at every subsequent year.
2.2. Vacation of office-Section 208
2.2.1. The director resigns in accordance with Section 208(2).
2.2.2. The director has retired in accordance with this Act or the company's constitution and is not re-elected
2.2.3. The director is disqualified from being a director under Section 198 or 199
2.2.4. The director is removed from office in accordance with this Act or the company's constitution
2.2.5. The director becomes of unsound mind or is liable to be dealt with under the Mental Health Act 2001
2.2.6. The director dies
2.2.7. The director vacates his office in accordance with the company's constitution
2.3. Disqualification
2.3.1. Section 198
2.3.1.1. Is an undischarged bankrupt
2.3.1.2. Convicted of an offence related to breach of directors' duties under Sections 213, 215, 216, 217, 218 and for knowingly authorising a substantial property transaction which contravenes Section 228 and for contravening Section 539 (liability where proper account is not kept
2.3.1.3. Convicted of an offence relating to the promotion, formation or management of a corporation
2.3.1.4. Convicted of an offence involving bribery, fraud or dishonesty
2.3.2. Section 199
2.3.2.1. Within the last five years, the company under his directorship went into liquidation (insolvency) due to his conduct as a director, which contributed wholly or partly, to the liquidation
2.3.2.2. Due to his contravention of his duties as a director
2.3.2.3. Due to his habitual contravention of the Companies Act.
2.4. Resignation
2.4.1. A director may resign from office by giving a written notice to the company at its registered office. The notice shall be effective when it is delivered to the address of the registered office.
2.5. Removal
2.5.1. Private company
2.5.1.1. A director may be removed by ordinary resolution, subject to the company's constitution
2.5.1.2. Written resolution cannot be used to remove a director by virtue of Section 297(2)(a)
2.5.1.3. The constitution may limit the general meeting's power to remove a director by providing.
2.5.2. Public company
2.5.2.1. A director may be removed through ordinary resolution at a meeting, not withstanding the constitution or any agreement between company and its shareholders
2.5.2.2. Special notice of a resolution to remove a director is required
2.5.2.3. A vacancy on the Board as a result of the removal of a director, may be filled as a casual vacancy
2.5.2.4. Where a director was appointed to represent the interests of any particular class of shareholders or debenture holders, the resolution to remove him shall not take effect until his successor has been appointed, according to Section 206(4).
3. REMUNERATION AND SERVICE CONTRACT
4. DEFINITION
4.1. Section 2 CA 2016 define as "any person occupying the position of director of a corporation by whatever name called and includes a a person in accordance with whose directions or instructions the majority of directors of a corporation are accustomed to act and an alternate or substitute director."
5. REQUIREMENTS
5.1. Minimum number
5.1.1. Private company-1 director
5.1.2. Public company-2 directors
5.2. Residential requirement-Section 196(4)
5.3. Natural person and at least 18 years old -Section 196(2) of CA
6. COMPENSATION FOR LOSS OF OFFICE
6.1. Types of payment-Section 227
6.1.1. Any payment by way of compensating a director for loss of office as an officer in a company or its subsidiary
6.1.2. Any payment, which is consideration for, or in connection with, a director's retirement from an office in a company or its subsidiary
6.1.3. Any payment to be made to any director of a company in connection with the transfer of the whole or any part of the undertaking or property of the company.
7. DUTIES
7.1. Statutory duties
7.2. Fiduciary duties
7.2.1. To act in good faith in the best interest of the company
7.2.1.1. There is a relationship of trust and confidence
7.2.1.2. The shareholder has relied on the information and advice given by the director
7.2.1.3. The significance of some particular transactions for the parties
7.2.1.4. The extent of any positive action taken by or on behalf of the directors or directors to promote it
7.2.1.5. Director best interest
7.2.1.5.1. Shareholder versus stakeholder interest
7.2.1.5.2. Employees
7.2.1.5.3. Creditors
7.2.1.5.4. Corporate group
7.2.1.5.5. Nominee director
7.2.2. To exercise powers for a proper purpose;
7.2.2.1. Example of power
7.2.2.1.1. Power to issue shares
7.2.2.1.2. Exercise power of management or other power
7.2.2.1.3. Power to register share transfer
7.2.3. To retain discretion
7.2.4. To avoid conflict of interest
7.2.4.1. Use the property of the company
7.2.4.2. Use any information acquired by virtue of his position as a director or officer of the company
7.2.4.3. Use his position as director or officer
7.2.4.4. Use any opportunity of the company which he became aware of, in the performance of his functions as the director of the company
7.2.4.5. Engage in business which is in competition with the company to gain, directly or indirectly, a benefit for himself or any other persons, or cause detriment to the company.
7.3. Duties of skill, care and dilligence
7.3.1. Common law duty of care
7.3.2. Statutory duty of care
7.3.3. Duty of skill
7.3.4. Duty to be diligent