Various Types of Directors in a limited and public company
The types of directors can be categories into the following namely executive director, non-executive director or the managing director. We shall not dealt with the obvious reasons into how they are to named accordingly.
From a practical perspective, non-executive director for example are the nominees of major shareholders of the said company, in order to enable the interest of the company i.e board decisions are well taken care of.
What happens if the director of a company was never formally appointed (meaning no board resolutions made or no filling to registrar of companies was made)? These types of directors shall be called ‘de-facto’ directors, though no formalities was complied accordingly the director will still be a director of the company notwithstanding non of the formalities required by law was made. Therefore, if there were to be a board tussle among directors, the legal status of a de-facto directors will not be all lost. De-facto directors can substantiate their case as s4(1) of the Companies Act states and defines a director to include ‘any person occupying the position of a director of a corporation by whatever name called’ – there was no mention of the mandatory requirement for the formalities to be complied with.
The burden of proof required of the de-facto director in litigation:
The de-facto director has to prove that he actually undertook functions of the company which could only be discharge by the directors. Mere concerned over the management of the company is not sufficient. There has to be an element of performing tasks which can only be performed by the board of directors. Refer to the case of Re Hydrodam (Corby) Ltd (1994) 2 BCLC 180, 182. Note that this case do define de-facto directors in a rather restrictive manner.
