Directors

Directors

This subtopic provides guidance on the various employment-related issues that arise in relation to directors, including their status as office-holders, appointment, retirement, resignation and removal, service contracts and remuneration, powers, duties and liabilities and transactions involving directors

Office-holders

A person appointed as a director of a company is an office-holder and not, by virtue of that appointment alone, also an employee of the company. For further information on office-holders generally, see Practice Note: Office-holders.

It will be a question of fact, to be decided on the usual principles, whether a director is also an employee of the company (see Practice Note: Employee status).

A director may be removed from office by a simple majority of votes at a general meeting of the company, any agreement to the contrary notwithstanding. A director cannot therefore contract for security in office. However, aside from statutory provisions approval of a guaranteed term of a director’s employment longer than two years, there is nothing to prevent the director from contracting a secure term of employment as an employee rather than as a director, by entering into a contract of employment (known as

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