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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 ?
Penang also has a higher number of political directorship in its GLCs compared to Selangor, with notable senior DAP leaders and elected representatives found to be directors of numerous state companies, the research said although it did not state if there were irregularities.
On the other hand, around 45% of the sample companies do not have female directors in the board and 8 companies without multiple directorship hold by their directors.
The NACD Directorship 100 list, published annually is claimed to identify the most influential members of the boardroom community, including directors, corporate governance experts, journalists, regulators and advisors.
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Shayne Nelson, Group CEO, Emirates NBD said: "Emirates NBD is happy to partner with the GCC Board Directors Institute to host the 17th BDI Foundations of Directorship Workshop.
The survey also found investors and operational due diligence professionals at odds over how many directorships were appropriate.
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The directorship of the plant did not threat any worker, which complained, with dismissal or any other administrative
People at directorship level, most of whom have come from a university education or trusted personnel with business acumen, have failed this club over many years, mostly without question of their ability.
COF will continue to base its operations at the Liberty Theater in nearby Hailey, but its core artists John Glenn and Denise Simone will now help develop the center's thematic programs, under the executive directorship of the center's Sally Boettger and the artistic directorship of Kristin Poole.
But she said becoming a board director has "various ramifications" and managers offered a directorship should consider it carefully.
Compensation amounts for directorship activities vary greatly depending on responsibilities and duties, not to mention the type of organization, according to a survey of 1,399 medical directors, released in April by the Medical Group Management Association.

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