Meaning of “director” and “shadow director”
250“Director”
In the Companies Acts “director” includes any person occupying the position of director, by whatever name called.
251“Shadow director”
(1)In the Companies Acts “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.
(2)A person is not to be regarded as a shadow director by reason only that the directors act on advice given by him in a professional capacity.
(3)A body corporate is not to be regarded as a shadow director of any of its subsidiary companies for the purposes of—
Chapter 2 (general duties of directors),
Chapter 4 (transactions requiring members' approval), or
Chapter 6 (contract with sole member who is also a director),
by reason only that the directors of the subsidiary are accustomed to act in accordance with its directions or instructions.