CHAPTER XIII

DIRECTORS

By s. 380 of the Act the expression ‘director’ includes ‘any
person occupying the position of director by whatever name
called.” Moreover, for certain purposes, e.g. the register of
Directors (s. 144) a person in accordance with whose directions
or instructions the directors of a company are accustomed to
Act is to be deemed to be a director. A director is a person
who guides or governs the policy of a company; he may be
called a manager, or a governor, or, as in the case of some
financial and trust companies, a trustee; so long, however, as he
occupies a position which imposes on him the duty of guiding
or governing the policy of a company, he is a director in law,
with all the consequent liabilities and responsibilities.

A managing director is usually also an ordinary director,
who, besides having as an ordinary director to guide and
govern the policy of the company, has in his capacity of
managing director to perform certain executive functions.
In so far as he performs those functions, he is simply an
officer of the company; whilst, in so far as he guides and
governs the policy of the company, he is, with the other
ordinary directors of the company, from some points of view,
a trustee; from others, an agent or a managing partner.

A detailed consideration of the position of a director is
beyond the scope of this work, but it may be pointed out that
‘a director of a company is precluded from dealing on behalf of
the company, with himself, and from entering into engage-
ments in which he has a personal interest conflicting, or which
possibly may conflict, with the interests of those whom
he is bound by fiduciary duty to protect; and this rule is
applicable to the case of one of several directors as to a
managing or sole director” [North-West Transportation Co. v.
Beatty (1887), 12 A.C. 587, at p. 593]. The above principle
will not prevent a director being interested in contracts with
the company, provided he discloses his interest as required
by s. 149 (see below); nor will it prevent him voting as a

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