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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.

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


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.


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 ?
SWF is a state-owned investment fund or entity comprising pools of money derived from a country's reserves.
Additionally, the SWF would be mandated with the purchase, sell, lease, or exploit unused assets, and loan or guarantee investment funds and their affiliated companies.
This is based on experiences in Norway, Kuwait, Nigeria or Qatar, where a large portion of hydrocarbon revenues flows into an SWF. Future generations can reap the rewards of these potential savings, and investments when hydrocarbon income is diminishing or has stopped.
"The SWF is part of the Scottish Government's effort to mitigate some of the impact of welfare reform on the country's most vulnerable residents.
Singapore is not the only Asian country where a SWF promoted a corporate success story: in Malaysia, Khazanah's 10-year GLC Transformation Programme led to the tripling of market capitalisation for the largest 20 companies, and 12.6% growth in shareholder returns.
Since the SWF was founded more than five years ago in April 2013, a total of 296,520 individual households in Scotland have received awards amounting to PS164.8m.
Having said that, in the politically messy and institutionally frail reality of Pakistan, the mere creation of an SWF is by no means a slam dunk.
Arshad Mahmood SI(M), Chief Operating Officer SWF, commented: 'Our partnership with PMIC is significant towards improving the lives of the smallholder farmers in various areas of the country.
Establishing a SWF should be considered an integrated part of the overall policies for managing petroleum revenues in a country.
Norway, home to the world's biggest SWF, is a significant producer of crude oil and began using a SWF for investments in 1996.
And finally, is it better to own a massive SWF or multiple smaller ones?
Hence, a company with a SWF as a shareholder might be relatively inefficient and experience reductions in their market value, because managers will cater also to the interests of politicians (Fernandes, 2014).