Page 221 - Microsoft Word - 00 Prelims.docx
P. 221
Directors
Directors
Definition of director
The term ‘director’ includes every person occupying the position or
fulfilling the role of director, whatever he is called: s.250 CA06
Every company must have at least one director and a public company
must have at least two directors: s.154 CA06.
Generally, a director must be at least aged 16 (but there are some
exceptions).
The decision as to whether someone is a director is therefore based on
their function, not their title.
Under SBEEA 2015 all directors must be natural persons.
De Jure Director
A person who is formally and legally appointed or elected as director in accordance
with the articles of association of the company and gives written consent to hold the
office of a director.
De Facto Director
A person who is not a de jure director but performs the acts or duties of a director.
Any person, who is not technically a director, but according to whose directions and
instructions other directors and employees are accustomed to act, is legally deemed
a de facto director.
A de facto director owes the same duties to the company as a de jure director, i.e. he
is subject to both statutory duties and prohibitions, and he also owes fiduciary duties
to the company.
217
