Who are the directors of a company and what do they do?
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Directors of a company registered under the Companies and Allied Matters Act (CAMA) are persons duly appointed to direct and manage the business of the company.

2.
Directors are the alter ego of the company.
They are the directing mind and brain behind the company’s activities and they constitute the policy maker as well as the executive organ of the company.

3.
Directors can be classified as follow:
1. Managing Director (MD)
2. Executive Director
3. Non-Executive Director
4. Alternate Director
5. Life Director
6. Shadow Director
7. Representative and Nominee Director

4.
Every company must have at least two (2) directors. However, by virtue of Section 271(1) of CAMA 2019, a small company is permitted to have one (1) director.

NOTE:The board of directors can only act within the powers conferred upon them by the CAMA and Article of Association

5.
...of the Company. These powers includes:
1. Management of the business of the company
2. Decision that the company should sue and not sue
3. Appointment of a managing director
4. Appointment and removal of secretary
5. Declare and recommend Dividends

6.
Duties of a director includes:
1. Fiduciary duty;
2. Duty of care when entering into transactions on behalf of the company;
3. Duty to disclose profit to the company;
4. Duty to act honestly in the interest of the company;

7.
• Duty to account for and refund monies improperly paid away.

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