director

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Director

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.

West's Encyclopedia of American Law, edition 2. Copyright 2008 The Gale Group, Inc. All rights reserved.

director

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)

Copyright © 1981-2005 by Gerald N. Hill and Kathleen T. Hill. All Right reserved.

director

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.

Collins Dictionary of Law © W.J. Stewart, 2006
References in periodicals archive ?
It is important to note that the appointments by PH leaders do not necessarily imply irregularities, but political directorships have shown to create both positive development and rent-seeking simultaneously, the report said.
Fama (1980) and Vafeas (1999) argued that multiple directorships of the outside directors and business performance have a positive relationship.
No MP will hold any directorships or other second jobs, all MPs' expenses and travel claims will be posted monthly on the internet, properties used by MPs as second homes should be owned by Crown Estate (ie: publicly owned, used by MPs and returned to the nation after a member leaves office), and voters should be given the right of recall - to insist their MP stands for re-election - if a trigger threshold of petition numbers is reached based on suspected misconduct.
As a result, the pair are now banned from directorships and from "participating in the promotion, formation or management of limited companies".
Ms Goodman's confidential paper suggests three options for change - a total ban, a US-style earnings limit of 15% on top of an MP's salary and a partial ban, outlawing paid directorships but allowing newspaper columns.
This is higher than the actual percentage figure for female directors as it covers those holding one or more directorship posts.
Victoria Beckham holds directorships of seven companies currently trading, including Brand Beckham, Inside Track, Octopus Direct, and Footwork Productions.
They can provide a full list of current directorships - and my 34 previous directorships are listed.
The firm further noted that the settlements may cause directors to "accelerate" the process of winnowing out their directorships.
Since his retirement as a full-time executive, David has held a number of non-executive directorships, and is currently Chairman of Carrs Milling Industries plc and Meadow Foods Ltd, and a non-executive director of Bernard Matthews (Holdings) Ltd.
Assistant directorships should be assigned by faculty members or administrators (such as the director) who are intimately familiar with the workings of the writing center.

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