Directors and Secretaries
Directors
Executive director employee that work for the company
Managing director/chief executive
Non-executive director (NED) not employed by the company advise on
directors pay and remuneration etc typically in large companies
Alternate director Table A only
Chairman
De Jure directors appointed by law following CA
De Facto acting as directors but weren't appointed under CA efficiently
Shadow director s.251(2) not a professional adviser can influence the board
Corporate directors changes brought in under SBEE 2015 another company
that appoints a representative to the board cease to exist under the act but this
hasn't been brought into force.
Run the company on behalf of the shareholders officer of the company
May also be shareholders but this is not a general requirement more likely to be
shareholders in smaller company's
Agent (actual or apparent authority) authority to act on behalf of the company.
Employee
Fiduciary fiduciary duties to the company statutory and common law positions
on this
Directors can generally manage the company without reference to shareholders due
to a delegation of authority through the articles there will be things they have to
go back to shareholders to do stipulated in CA or articles
General position the directors have those powers delegated to them under the
company's articles to act on behalf of the company directors are responsible for
the management of the company and can exercise all the company's powers Art 3
MA/Art 70 TA
Private companies s.154(1) statutory minimum of 1
Public companies S.154(2) statutory minimum of 2
s.155(1) no statutory maximum
At least 1 director must be a natural person (human) changes to s.155 on
corporation directors not yet in force corporate aren’t natural as they are other
companies
Details of directors, members and secretary kept in statutory books available for
inspection
s.157 minimum age of 16
Directors named on incorporation on IN01 or subsequently appointed using AP01
There are specific provisions for appointing directors dependent on articles
Appointment
o MA Art 17 Appoint a willing person by:
OR by the shareholders
Decision of the directors
Directors
Executive director employee that work for the company
Managing director/chief executive
Non-executive director (NED) not employed by the company advise on
directors pay and remuneration etc typically in large companies
Alternate director Table A only
Chairman
De Jure directors appointed by law following CA
De Facto acting as directors but weren't appointed under CA efficiently
Shadow director s.251(2) not a professional adviser can influence the board
Corporate directors changes brought in under SBEE 2015 another company
that appoints a representative to the board cease to exist under the act but this
hasn't been brought into force.
Run the company on behalf of the shareholders officer of the company
May also be shareholders but this is not a general requirement more likely to be
shareholders in smaller company's
Agent (actual or apparent authority) authority to act on behalf of the company.
Employee
Fiduciary fiduciary duties to the company statutory and common law positions
on this
Directors can generally manage the company without reference to shareholders due
to a delegation of authority through the articles there will be things they have to
go back to shareholders to do stipulated in CA or articles
General position the directors have those powers delegated to them under the
company's articles to act on behalf of the company directors are responsible for
the management of the company and can exercise all the company's powers Art 3
MA/Art 70 TA
Private companies s.154(1) statutory minimum of 1
Public companies S.154(2) statutory minimum of 2
s.155(1) no statutory maximum
At least 1 director must be a natural person (human) changes to s.155 on
corporation directors not yet in force corporate aren’t natural as they are other
companies
Details of directors, members and secretary kept in statutory books available for
inspection
s.157 minimum age of 16
Directors named on incorporation on IN01 or subsequently appointed using AP01
There are specific provisions for appointing directors dependent on articles
Appointment
o MA Art 17 Appoint a willing person by:
OR by the shareholders
Decision of the directors
