ABSTRACT
This chapter deals with the management of the company, from its initial inception through to winding up, and stresses the important role of key people involved in the company, primarily the directors, the company secretary and the auditors. Different types of directors can be involved in companies, appointed and removed, and there may also be shadow directors who can infl uence or control the company directors directly. For example, a parent company may control the fi nancial decisions of the other company. But be careful not to confuse a shadow director with a professional advisor, such as an accountant or solicitor. These professionals are paid for their advice, and would not constitute the role of a director. Directors have duties towards the company, and the Companies Act 2006 set out these duties. This Act applies to all companies – both private and public – and to all directors. No director is immune from the Act, and every director has a responsibility to ensure that they individually and the company are acting in accordance with their duties. For example, if a director is overseeing the sale of an asset on behalf of the company, the director should act responsibly and ensure that the best possible outcome is reached for the company, and not to the benefi t of individuals. Directors may also be removed from a company and even disqualifi ed under the Company Directors Disqualifi cation Act 1986, either voluntarily or as a result of a legal process. As you read the chapter, think about who would be involved in each action/requirement and why, the role of the Directors and how this plays out in terms of management practices.
