Essay on director

In tracing the origins of the director/trustee concept, Sealy (1967) points to the widely held view ‘that the concept had its origin in the fact that, in the earliest companies, the director was a trustee in the full technical sense’.

A similar duty was detected in the common law. [xxxv] The common law duty was highly subjective, [xxxvi] and based on the actual level of skill and experience that a specific director possessed.

Before we proceed with the discussion on the changes brought by CA 2006 on directors duties, we first need to understand the role of a director in a company. A director is generally that person who owes his duties to the company for the benefit of the members as a whole and not to individual shareholders.

The law draws no distinction between these two positions of a nominee director or any other normal company director. A nominee director owes the same duties towards company like a holding company director. Therefore, a nominee director can not blindly follow the judgement of those people who appointed him.