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One who supervises, regulates, or controls.

A director is the head of an organization, either elected or appointed, who generally has certain powers and duties relating to management or administration. A corporation's board of directors is composed of a group of people who are elected by the shareholders to make important company policy decisions.

Director has been used synonymously with manager.


n. a member of the governing board of a corporation or association elected or re-elected at annual meetings of the shareholders or members. As a group the directors are responsible for the policy making, but not day-to-day operation, which is handled by officers and other managers. In some cases, a director may also be an officer, but need not be a shareholder. Most states require a minimum of three directors on corporate boards. Often lay people dealing with corporations confuse directors with officers. Officers are employees hired by the Board of Directors to manage the business. (See: corporation, board of directors)


noun administrator, boss, chief, curator, executor, foreman, governor, guide, inspector, leader, manager, overseer, presiding officer, proctor, procurator, superintendent, supervisor
Associated concepts: board of directors, de facto director, de jure director, director's liability, dummy director, interlockkng directorates
See also: administrator, caretaker, chairman, chief, employer, principal, procurator, superintendent


a person who conducts the affairs of a company. Directors act as agents of the company, owe fiduciary duties to it and have a duty of care towards it. Directors may have executive functions or they may be non-executive directors, their principal functions being to safeguard the interests of investors. Directors, while not servants of the company as such, have a responsibility to it not dissimilar to the responsibility owed by a trustee to his beneficiaries. Specifically, directors are under duties to exercise their powers for the purposes for which they were conferred and to exercise them bona fide for the benefit of the company as a whole; and not to put themselves in a position in which their duties to the company and their personal interests may conflict.

First directors are usually named in the articles of association; however, it is not uncommon for the articles, instead of naming directors, to contain a power for the subscribers, or a majority of them, to appoint them. Following appointment, the normal procedure is for directors to retire by rotation, although a director's office may be vacated in other circumstances. A retiring director is eligible for re-election and the members at the annual general meeting at which a director retires may fill the vacated office by electing the same or another person to it.

The appointment of directors of a public limited company must be voted on individually unless the members who are present agree by resolution, without dissent, to a single resolution appointing two or more directors. Like trustees, directors are not entitled as of right to remuneration; accordingly, a director has no claim to payment for his services unless, as is usual, there is a provision for payment in the articles. In insolvency proceedings, legislation empowers the court to make a disqualification order disqualifying the persons specified in the order from being directors of companies and from otherwise being concerned with a company's affairs. A company director may be removed by special resolution, notwithstanding anything in the articles or in any agreement between him and the company. Special notice of such a resolution must be given.

References in periodicals archive ?
Although nothing has changed in their basic duties of care and loyalty, there are many more laws and rules pertaining to directorship (The Sarbanes-Oxley Act of 2002 and the New York Stock Exchange listing rules, to name just two) and far more litigation by shareholders (as tracked by Stanford University, Tillinghast, and other sources).
Andrew Thorne, 33, also of Capel Llanilltern, resigned directorships in Ken Thorne Car Sales (Penarth Road) Ltd and Capital Car Warranty Services Ltd in 1999 and 2001 and currently holds no company appointments.
Surprisingly, directorship experience in other companies, a trait likely to enhance performance, also was not related to the chances of appointment.
Some individuals hold in excess of 1,000 directorships.
CE asked contributing editor and corporate governance chronicler Robert Lear, who holds directorships with Scudder Institutional Funds, Korea Fund, and Welsh, Carson, Anderson, and Stowe Venture Capital Co.
Of course, some people feel he takes this internetworking too far, particularly where his directorships are concerned.
But in the last year or so, the board has quietly given Black permission to accept directorships.
Their investigation discovered that, among the seventy-eight university libraries holding membership in the Association of Research Libraries (ARL) in 1972, half had changed directorships within the past three years and four of them had changed twice (McAnally & Downs, 1973, p.
The Federal Home Loan Bank of New York (FHLBNY) said it has begun soliciting nominations for candidates to fill four directorships up for election on the board of directors with terms to commence beginning January 1, 2016.

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