Secretarial practice

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Monograph

Identifikator:: 1828236004

URN:: urn:nbn:de:zbw-retromon-249926

Document type:: Monograph

Title:: Secretarial practice

Edition:: fourth edition

Place of publication:: Cambridge

Publisher:: W. Heffer & Sons Ltd

Year of publication:: 1930

Scope:: viii, 987 Seiten

Digitisation:: 2022

Collection:: Economics Books

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Document type:: Monograph

Structure type:: Chapter

Title:: Chapter XIII. Directors

Collection:: Economics Books

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 142

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