chapter  2
28 Pages

The Salomon principle and the corporate veil

This chapter considers the role of directors, the appointment of directors, the removal of directors, the powers of directors and directors' duties. The company's register of directors should contain details of each director including a service address. A company is also obliged to keep a register of directors' residential addresses and to notify Companies House of its contents. In the Companies Act 'shadow director', in relation to a company, means a person in accordance with whose directions or instructions the directors of the company are accustomed to act. A distinction is often made between executive and non-executive directors. Unlike company secretaries, directors do not need to have any particular qualification to serve even in a public company. In addition, there are statutory disqualifications from office. A director may have entered into voting agreements with other shareholders where by they agree to vote as directed by him in specific instances. Special notice is required in two situations in company law.