Types of director

Directors validly appointed as such are known as de jure directors and may be executive (usually employees, with an operational/executive role) or non-executive (usually not employees).

In addition, the Algerian Commercial Code also recognises:

• The de facto director, which is a person who acts as though they are a director but is not validly appointed as such.
• The shadow director, which is a person in accordance with whose directions or instructions the directors of a company are accustomed to act. 

It should also be noted that when a company employs over 150 employees, two seats at the Board of Directors should be assigned to workers’ representatives appointed by the workers' council (comité de participation). The workers’ appointed representatives only have a consultative power and cannot vote on decisions of the Board of Directors.

 

Directors validly appointed as such are known as de jure directors and may be executive (usually employees, with an operational/executive role) or non-executive (usually not employees) - and may also be appointed to represent a particular shareholder (a nominee director). In addition, a de facto director is a person who acts as though they are a director but is not validly appointed as such and a "shadow director" is a person in accordance with whose directions or instructions the directors of a company are accustomed to act. Also, an “alternate” director is a person who is appointed by a director to act in that director’s place. In general, however, Australian company law does not differentiate between different types of director – all directors are subject to the same duties.

Austrian company law does not differentiate between different types of director – all directors are subject to the same duties.

However, in addition to a director, proxy holders may be appointed (in German Prokurist). A Prokurist may also represent the company and may sign agreements, however, this power is limited to typical transactions for a company. The power of representation of a Prokurist may also be restricted to e.g. a specific branch office.

Directors may include Executive Directors, Non-Executive Directors, Independent Directors, the Chair, Vice-Chair and Secretary.

The roles and responsibilities of directors are however determined on a case-by-case basis depending on the individual requirements of the company in question.

In general, Belgian company law does not differentiate between different types of directors – all directors are subject to the same duties. It should be noted that, under Belgian law, a director cannot be bound with the company through an employment agreement for the execution of their director duties. In joint venture structures, a director may also be appointed upon the explicit proposal of a particular shareholder. In addition, a de facto director is a person who acts as though they are a director, but is not validly appointed as such; such de facto directors may also be subject to directors’ liability. Finally, for listed companies, a regime for independent directors is provided.

Under Belgian law, it is also possible to entrust someone (either a director or a non-director) with the daily management of the company (see also below). If a director of the company is charged with such daily management, they will commonly be named a managing director (gedelegeerd bestuurder/administrateur délégué).

Also, some articles of association provide that the managing director is the director who can externally represent the company individually in all matters (including those that go beyond the daily management).

Executive directors, non-executive directors and alternate directors.

Employee or lender representatives are not required to be appointed to company boards.

There are the following types of directors:

• Principal. A director elected by the shareholders, who has the right (and the obligation) to attend the board's meetings and to vote on the matters discussed in them.
• Alternate. By-laws may establish alternate directors. If they do, each principal director shall have an alternate. Alternates are also appointed by shareholders.
• Substitute. A person temporarily appointed as director of a corporation by its board, if there is a vacancy of a director and their alternate. This appointment is temporary, until the renovation of the whole board at the next ordinary shareholders’ meeting.

Principal and alternates jointly apply for their positions as directors and are appointed in the same and unique election process. The votes for the principal will also benefit their alternate.

Alternates replace principals permanently in case of vacancy or temporarily in case of absence or temporary disability. If the vacancy of a director and their alternate occurs, the whole board has to be renewed at the next ordinary shareholders' meeting. In the meantime, the board may appoint a substitute. However, if the vacancy prevents the board from meeting due to lack of quorum, the board must appoint a substitute.

Alternates may always attend the board's meeting with right to speak, but they only will be able to vote when their principal is absent.

As general rule, alternates are subject to the same rules as principals.

A substitute director does not have an alternate.

Certain listed corporations must also appoint at least one independent director and constitute a directors' committee. The independent director(s) must be members of this committee. Directors must satisfy a number of criteria in order to be considered independent. Although independent directors are also appointed by shareholders, some special rules apply to their nomination process and also to vacancies of independent directors.

There is only one type of director in an s.r.o. under Czech law.

However, for the sake of completeness, please note, that a fairly similar position to a director may be assumed by a proxy, who may be authorised by an s.r.o. to carry out juridical acts associated with the operation of a business enterprise or its branch, including those which otherwise require a special power of attorney. A proxy’s scope of power is however limited compared to a director.

There is only one type of director under the Danish Companies Act, which is an individual who has been appointed as a director (usually) by the shareholder(s) at the general meeting and is registered as such with the Danish Business Authority.

Employees have a statutory right to appoint and elect employee representatives to the board of directors provided that the company in question has maintained an average of no less than 35 employees in the preceding three years. The employees are entitled to elect a number of representatives corresponding to half of the number of members elected by the shareholder(s) or others, however, no less than two members. An employee representative has the same rights and obligations as other members of the board of directors i.e., in relation to confidentiality, conflict of interests, remuneration, etc.

Finnish law does not distinguish between executive and non-executive directors - all members of the board are subject to the same duties. The members of the board may be employed by the company.

The members of the board generally have duties relating to general and strategic matters. If appointed, a managing director has duties relating to day-to-day issues of the company. If not appointed, the members of the board will have duties also regarding the day-to-day issues of the company.

In addition, a de facto director is a person who acts as a director but is not validly appointed as such.

Directors validly appointed as such are known as de jure directors. In addition, a de facto director is a person who acts as though they are a director but is not validly appointed as such: it is a person in accordance with whose directions or instructions the directors of a company are accustomed to act. In general, however, French law does not differentiate between different types of directors – all directors are subject to the same liabilities.

Restrictions apply if directors are employees of the SAS. No obligations to appoint directors representing employees apply to the management of an SAS. Law no. 2021-1774 of 24 December 2021 now requires a proportion of each sex to be respected in the "management bodies" of companies with more than one thousand employees.

There are no different types of director.

Ghanaian law recognises different types of directors, namely: 

• A person  who is duly appointed to the position of director (and may be  appointed by a class of shareholders, debenture holders, creditors, employees or any other person, if provided for by the constitution of the company).
• A person who holds themselves out or knowingly allows themselves to be held out as a director of a company.
• A person who has not been duly appointed as director but on whose directions or instructions the duly appointed directors are accustomed to act.

Persons described in the second and third bullet points above are subject to the same duties and liabilities as duly appointed directors.

Duly appointed directors include substitute directors (appointed by the company to act as a deputy for another named director and as a substitute in the absence of that director), alternate directors (appointed by another director and approved by a board resolution to act as a director in respect of a period not exceeding six months in which the appointing director is absent from Ghana or unable to act as a director) and executive directors (directors who hold another office or position of profit within the company, other than the office of an auditor. This includes the position of managing director).

Directors validly appointed as such are known as de jure directors and may be executive (usually employees, with an operational/executive role) or non-executive (usually not employees) - and may also be appointed to represent a particular shareholder (a nominee director). In addition, a de facto director is a person who acts as though they are a director but is not validly appointed as such and a "shadow director" is a person in accordance with whose directions or instructions the directors, or a majority of the directors, of a company are accustomed to act. Notwithstanding the terms "de facto director" and "shadow director" which derive from customary corporate usage, Hong Kong company law does not distinguish between different types of directors and directors are all subject to the same duties and obligations.

In general, Hungarian law has a single class of directors, who are responsible for the strategic management of their company. The only distinction in this regard is that in the case of public companies limited by shares (i.e. listed companies) operating a unitary management system (i.e. having only a single committee of directors that unite both management and supervisory duties, without a separate board of directors and a separate supervisory board), the Hungarian Civil Code requires that the majority of the directors must be independent. The definition of independence is set out in the Hungarian Civil Code – in this regard directors can therefore be independent or non-independent. Further, sectoral rules may also require that the board of directors includes "inside" directors, i.e. directors who are executive employees of the company – this applies e.g. to banks.

For completeness, two additional types of corporate officers are mentioned who are sometimes referred to as some form of “director” but who are in fact not directors:

• Company secretaries (cégvezető): these officers are appointed by the general meeting to assist the directors. Company secretaries are always employees of their company who must comply with the directors’ instructions.
• Supervisory directors: this term is sometimes used for members of the supervisory board – under Hungarian law the supervisory board is usually a monitoring body ensuring shareholder supervision (similar to the widely used audit committees) and it usually does not have a strategic/operative management function; referring to the supervisory board members as “directors” is, therefore, misleading.

In general, Indonesian Company Law does not differentiate between the roles and types of director. The shareholders decide the size and composition of the BOD, and this may also be provided under a shareholders or joint venture agreement and the articles of association of the PT. The sectoral regulations applicable to the PT’s business line must be observed to determine if there is any specific rule on the size and composition of the BOD.

There is no requirement under Indonesian Company Law to have an employee or lender representative as a director.

Directors validly appointed as such are known as de jure directors and may be executive (usually employees, with an operational/executive role) or non-executive (usually not employees) - and may also be appointed to represent a particular shareholder (a nominee director).  In addition, a de facto director is a person who acts as though they are a director but is not validly appointed as such and a "shadow director" is a person in accordance with whose directions or instructions the directors of a company are accustomed to act.  In general, however, Irish company law does not differentiate between different types of director – all directors are subject to the same duties.

Société Anonyme (SA)

A SA company, also referred to as a public limited company, is a company in which shareholders are only liable for the company debts to the extent of their contributions and in which the rights of the shareholders are represented by shares. The SA company may have only one shareholder.

Under the OHADA company law, a SA must have a minimum stated capital of XOF10 million divided into shares with a minimum par value of XOF10,000 each.

One of the features that may be decisive when considering the SA corporate structure as opposed to the SARL structure is that a SA company is eligible for registration at the stock exchange, subject to the requirements of the Financial Markets Authority.

The management structure of a SA company is determined by the articles of association and consists of one of the following structures :

• SA company with board of directors, or
• SA company with a general director.

 

Société A Responsabilité Limitée (SARL)

A SARL company is a company in which members are liable for the company debts only proportionally to their contributions and whose rights are represented by equity interests. A SARL company is formed by a natural person or legal entity, or by two or more natural persons or legal entities.

Under the OHADA company law, unless otherwise provided for by national legislation, the amount of stated capital shall be at least XOF1,000,000 divided into equal equity interests whose nominal value is not less than XOF5,000. In Côte d’Ivoire, national law removes these minimum capital requirements altogether.

Unlike the SA structure, a SARL company is not eligible for registration at the stock exchange.

A SARL company is managed by one or more natural persons called gérant(s) appointed in the articles of association or in a subsequent instrument of the company.

A SARL company is more suitable for small-size businesses.

Directors are regarded as de jure directors if they are validly appointed as such and may be executive and non-executive.

Executive directors are those directors to which the board has delegated part of its functions and powers. They perform managing functions, while non-executive directors carry out supervising activity on executives. In particular, executive directors make sure that the organizational, administrative and accounting structure is adequate in light of the nature and size of the company and they report to the board of directors and auditors, if applicable, in relation to the general management performance and the most relevant operations carried out by the company. Therefore, the entire board of directors, including the non-executives directors, assess, on the basis of the information received by executives, the adequacy of the organizational, administrative and accounting structure of the company; they examine the strategical, industrial and financial plans of the company, if prepared; and they assess the general performance of management as reported to them by executives. Indeed, each director is required to act in a well-informed capacity and, therefore, each director may request that the executives provide them with information related to the management of the company.

A SpA's by‑laws can require that a director comply with specific requirements of integrity, experience and independence, but this is not mandatory. Similar requirements may exist under self- regulatory codes issued by professional associations, or by the companies who manage regulated markets.

According to the Italian Civil Code, the title of director may be extended to someone who is not formally invested of the title but that carries out managing activities typical of directors in a continuative and non-occasional manner. These are regarded as de facto directors. Managing powers may be legitimately exercised only by de jure directors but liability for managing activities may be extended to de facto directors.

From among the directors, a representative director (daihyo-torishimari-yaku) can be appointed.   A representative director is a director with the most senior position in a company who is entitled to enter into business and legal contracts on behalf of the company. A KK may have more than one representative director if needed.

In addition, a board of directors may have outside directors (shagai-torishimari-yaku).  There are certain restrictions applying to an outside director.  For example, an outside director cannot be an executive director, officer or employee of the company, its subsidiary or its parent company.

Directors are either executive or non-executive.

Executive directors, usually senior employees of a company, with an operational/executive role e.g., chief executive officer/managing director, finance director, etc are responsible for the day-to-day running of the business. These directors are normally appointed to the Board by virtue of their positions as employees of the company and their directorship ordinarily ceases when the employment relationship is terminated unless shareholders choose to retain them as non-executive directors.

Executive directors must be appointed directors of the company in accordance with the governance instruments of the company. This includes passing relevant resolutions to appoint them as directors and filing applicable returns at the Companies Registry to indicate their appointment as directors. They should be distinguished from senior managers assigned the title ‘director’ for example Human Resources Director or Information Technology Director but who are not directors within the meaning of the Companies Act.

On the other hand, non-executive directors are not employees of the company. Non-executive directors only attend Board meetings and make decisions at that level or as members of committees of the Board. Non-executive directors who have no shareholding in, or other relationship (eg supplier or consultancy relationship) with, the company are referred to as independent directors.

It is also fairly standard for articles of association of a private company and, where a company has a shareholders’ agreement, such agreement, to allow a director (subject to any necessary safeguards) to appoint an alternate director. Such alternate director would, in the absence of the appointing director, exercise the powers and carry out the responsibilities of the appointing director. Alternate directors in law have the same responsibility as substantive directors.

Kenya’s company law does not differentiate between the different types of directors – all directors whether executive, non-executive, independent or alternate are subject to the same duties and obligations. Sectoral rules such as those governing financial institutions however refer to the various categories particularly in providing guidance on the constitution of effective boards. For example, under the banking laws, it is a mandatory requirement for a commercial bank licensed by the Central Bank of Kenya to have at least one-third of its directors as independent directors.

There is no legal obligation to appoint representatives of lenders or employees to the Board. In practice, it is not common for companies to appoint the head of human resources to the Board as a director. In addition, appointment of representatives of lenders to the Board is not a common practice.

Managers validly appointed as such by the shareholders of a SARL are known as de jure managers and are in a contractual relationship with the company.

In addition, de facto managers are managers who have not been appointed as such by the shareholders of a SARL but who in fact behave as managers of the company. Such managers are not involved in the management of the company and take management decisions without a legal or contractual basis for doing so and without the authorization of the competent corporate body of the company.

The daily management of the company may be delegated to one or more persons, the daily manager(s) (délégué(s) à la gestion journalière), who may or may not be a shareholder or a manager of the company. Their appointment, dismissal and powers are regulated by the articles of association (the "Articles") or by a decision of the competent bodies. Restrictions on their powers of representation of the company for the purposes of day-to-day management are not enforceable against third parties, even if they are published.

Directors are either executive or non-executive.

The Companies Act defines an executive as a director who is involved in the day to day management of the company.

Non-executive directors are not employees of the company. Non-executive directors only attend Board meetings and make decisions at that level or as members of committees of the Board. Non-executive directors who have no shareholding in, or other relationship with, the company are referred to as independent directors.

Mauritius’ company law does not differentiate between the different types of directors – all directors whether executive, non-executive, independent or alternate are subject to the same duties and obligations.

The directors may appoint one or more members of the Board to the office of managing director for such period and on such terms as they think fit and, subject to the terms of any agreement entered into in any particular case, may revoke that appointment.

In essence there are three types of director: independent directors, directors appointed by the controlling shareholder(s); and provisional directors that are appointed by the board of directors of a S.A.B.

In case of the permanent absence of an already appointed director, provisional directors will remain in office until the shareholders’ meeting appoints a new director replacing such provisional director or confirms that provisional director as a permanent director.

Capital stock companies may have one sole director or a board of directors; limited liability companies may have one sole manager or a board of managers.

If the shareholders/partners elect to appoint a board of directors/managers, the GLBO does not provide for a specific role for each member; however, it provides that, in case there is no designation on their specific roles, the first mentioned will be considered the president of the board.

The notion of “director” or “manager” includes both de jure managers (generally members of the board of directors, the chair of the board of directors, the general manager and the deputy general managers of a corporation) and de facto managers (any natural or legal person who in fact exercises a preponderant and lasting influence on the management of the company). Among the directors, only the general manager and the managing directors are the legal representatives of a corporation.

Except for S.A. companies, the New CCom does not provide for different types of directors.

For S.A. companies, the New CCom recognizes the concept of executive and non-executive directors, though it does not define them. It is even possible to have an executive committee whose members are not directors, provided, however, that the majority of the members are directors.

The New CCom also establishes “alternate directors”. Alternate directors are persons appointed who, in case of a definitive absence of a director, will replace such director. Alternate directors are only liable insofar as they assume the office as effective directors.

The New CCom also brought the concept of a “De Facto Director”, defining it as the person who, without being a duly appointed director, regularly interferes in the activity of the administration, management, or direction of the company. The “De Facto Director” is subject to the same responsibilities and sanctions as those applicable to elected directors.

Finally, the New CCom provides that, notwithstanding the absence of an express authorization in the company´s articles of association, the company may, with the authorization from the General Assembly or from the directors/Board of Directors, appoint a manager for the performance of some branch of business or appoint an assistant to represent it in certain acts or contracts or, by notarial instrument, appoint a proxy for the practice of a certain act or category of acts.

The Companies Act makes no distinction between different types of directors. In the Namibian Corporate Governance Code (NamCode), as well as in practice, a distinction is usually made between executive directors (employees or members of management), non-executive directors (directors who are not employed by the company and therefore not involved in the day-to-day running of the company), and independent directors (directors with no existing or prior business, employment, consultancy or other relationship with the company). Other types of directors may be recognised in practice such as directors who are nominated to act as director on behalf of someone else, commonly referred to as a nominee director. Directors not formally appointed are referred to as a de facto directors, and executives who are able to influence the board or on whose instructions the board is accustomed to act are commonly referred to as shadow directors.

There are two types of directors: executive directors (uitvoerende bestuurders) and non-executive directors (niet-uitvoerende bestuurders). This is explained further under Typical management structure.

In addition, Dutch law also recognises an informal director, so-called "policy makers" (feitelijk beleidsbepalers). Such policy makers may be held liable as if they were directors.

Under the Act there is only one type of “director”. In practice, however, there are generally two 'sub-categories' of director in New Zealand; executive directors and non-executive directors (who will often be independent directors).

Executive directors are typically directors who are also a member of the company's C-suite and hold a high-ranking executive title. Often the managing director of a company will be the CEO and will be appointed as such by the board. Sometimes the constitution or shareholders' agreement of a company will make an express provision for the appointment of a managing director, though this is not a requirement of the Act.

Non-executive directors will not hold an executive position with the company but may have a financial interest in the company (either directly or through their nominating shareholder).

Independent directors are persons who do not have a financial or other material interest in the company or are not related to any shareholder. Companies listed on the New Zealand stock exchange are required to have a number of independent directors on their boards. Independent directors are increasingly seen as a prerequisite to good governance and can also be found on the boards of non-listed companies. This is particularly usual in a joint venture arrangement, where the joint venture parties hold an equal shareholding in the joint venture company and have an equal right to the appointment of directors on the board. The terms of appointment of an independent director will be found in the governing documents of the company, namely its constitution, shareholders' agreement or joint venture agreement (as applicable).

All directors are subject to the same legal duties and responsibilities. However, under Nigerian law public companies are required to have at least three “independent directors”. An Independent Director is one who (or whose relatives) during the two years preceding their appointment:

• Was not an employee;
• Did not own directly or indirectly more than 30% of the shares in the company;
• Did not give to or receive payments from the company of more than NGN20,000,000;
• Did not own at least a 30% shareholding in a company that gave or received such payments - nor were they a partner, director or officer of such a company;
• Was not engaged directly or indirectly as an auditor of the company.

Directors may also appoint a director to the position of Chair with the responsibility of presiding over board and shareholder meetings. Unless the articles of association state otherwise, the Chair will have a casting vote in the case of equality of votes. The Board may also appoint a Managing Director to preside over the daily affairs of the company on behalf of the board and the shareholders.  

Directors may be executive (usually employees who have an executive role) or non-executive (usually not employees). They may also be appointed to represent a particular shareholder (a nominee director) on the Board.

There are two types of director:

• A board of directors whose members usually are appointed by a shareholders' meeting and must be registered with the Norwegian Register of Business Enterprises.
• A managing director (general manager) who may be appointed by the board of directors and, if so, must be registered with the Norwegian Register of Business Enterprises. For a private limited liability company, it is not mandatory to have a managing director.

If the number of employees in a company exceeds 30 employees, and the company has not established a corporate assembly, employees have the right to be represented in the board of directors and elect their representatives themselves. In companies with more than 200 employees the company is required to have employee representatives, provided that it has been agreed that the company shall not have a corporate assembly.

The company’s bylaws may provide for the possibility of having three different types of directors to comprise the board of directors: principal, substitute and altern.

Substitute directors are those appointed to replace any principal director in the event of absence or vacancy.

Altern directors are those appointed to replace a specific principal director in the event of absence or vacancy.

The board of directors must designate among its principal directors the Chair (Presidente) of the board of directors. According to law, unless expressly stated differently in the company’s bylaws, the Chair of the board will have a casting vote in the event of a tie in a board vote.

It is not mandatory by law to appoint employees’ or lenders’ representatives as directors of a company.

Polish company law does not differentiate between different types of management board members – all members are subject to the same duties. However, the shareholders may appoint the chair/president of the management board from among the board members. If this is the case, the company’s articles of association may provide that, in the case of a voting deadlock at management board meetings, the president of the management board will have the casting vote. Furthermore, the articles of association may confer special powers upon the president of the management board in respect of managing the work of the management board.

The management board member may be an employee or a civil law contractor of a company, but they may perform this function based on separate agreement(s) to be concluded between such member and the company itself.

Although not expressly provided in the Portuguese Companies Code, Portuguese doctrine classifies a company’s directors in the following types: de jure directors, de facto directors, and shadow directors.

Directors validly appointed as such, through shareholders resolution, are known as de jure directors and may be executive or non-executive:

• The executive directors are responsible for the management of the affairs of the company.
• The non-executive directors are responsible for the general supervision of the performance of executive directors’ duties.

A de facto director is a person who performs, directly or indirectly and autonomously the duties of a de jure director but is not validly appointed as such.

A shadow director is a person in accordance with whose directions or instructions the directors of a company are accustomed to act. 

The Qatar Companies Law does not distinguish between types of directors or managers. It is nevertheless possible to define, to an extent, different types in the memorandum of association of the LLC. This may include a designation of the managing director, for instance. The particular nature of the managing directors authority would be defined in the memorandum of association. Regardless of which type of director is appointed, a manager must also be appointed for an LLC. A director and manager may be the same person holding both roles.

The LLC’s main business licence, the commercial registration (akin to a certificate of incorporation) will have to include the names of the managers and alongside the names of the managers it must state if the manager has full and absolute authority for the management of the business or authority to conduct the administrative and immigration affairs of the LLC, as the case may be.

In the case of LLCs:

Romanian law does not distinguish between different types of directors. More exactly, under Company Law No. 31/1990 (Company Law), the director is the statutory body having management and representation duties.

In the case of JSCs:

Romanian JSCs can be managed either under a one-tier management system or a two-tier management system.

The one-tier system is the most common. In such system, the sole director/board of directors (in Romanian administrator unic / consiliu de administratie) ensures the general management of the company, either directly or by way of delegating certain of its powers to the managers (in Romanian directori). The board of directors has both an executive and supervisory function. While the delegation of the company's management to managers is generally optional, in the case of JSCs whose annual financial statements are subject to legal auditing obligations, the delegation is mandatory. If management (executive) duties are delegated, such duties pertain to the managers and the majority of the members of the board of directors shall be formed by non-executive directors (i.e. directors who have not been appointed as managers).

As opposed to the one-tier management system, in the two-tier management system, the two functions, executive and supervising, belong to different bodies. The executive board (in Romanian directorat) is the executive body of the company. The executive board performs its duties under the control of the supervisory board (in Romanian consiliu de supraveghere). 

To sum up, in the case of JSCs:

• With a one-tier system – in the absence of management duties being delegated, such duties pertain to the sole director / board of directors. Otherwise (if management duties are delegated by the board of directors), such duties pertain to the managers.
• With a two-tier system – the sole manager / executive board has management duties (as opposed to the supervisory board which only appoints the sole manager / executive board and supervises their activity).

An LLC is required to have a general manager, although not necessarily to have a board of directors/managers.  An LLC may be managed by one or more managers, or by a general manager and a board (of which the general manager can be a member, but is not required to be, subject to there being at least a general manager in all cases).

The management of the company is normally the responsibility of the legal directors. However, it may happen that individuals not having this capacity interfere in the management, either as de facto directors, or as apparent or hidden directors.

Jure directors. The jure managers are the persons regularly appointed to manage the company and who, as such, legally assume management or administrative functions within the company and normally commit it externally

De facto directors. De facto directors are persons who, without having been appointed for this purpose, behave as true directors by effectively interfering in the management of the company. In other words, the de facto director is the one who, without any title, performs acts of management in place of the de jure directors. The person qualified as a de facto director must exercise, in full sovereignty and independence, a positive management activity and have the power to commit the company by their decisions.

Apparent directors. Apparent directors presuppose the existence of an apparent mandate. Indeed, the company can be committed by any person as soon as the third parties having dealt with it have legitimately believed that it had the necessary powers. This belief is considered to be legitimate in situations where the commercial practices, the documents presented, the relations of the parties authorize third parties not to verify the powers of the person acting.

Hidden directors. Hidden directors are persons who ensure the "real" management of the company behind the screen formed by the legal directors. They are therefore people who manage the company through an intermediary without their identity being known or made public. The hidden managers are those who keep the legal managers under their dependence and subordination; "they are in the shadow and they pull the strings".

In Senegal, some laws apply only to de jure directors (e.g. the security law) while others apply to all directors, whether de jure or de facto, apparent or hidden (eg laws organizing collective proceedings for the clearing of debts).

Some Singapore companies categorise their directors under the following categories (non-exhaustive):

• Executive and non-executive directors.
• Local directors.
• Associate directors.
• Managing director(s).
• Alternate directors.

It is important to note, however, that the Act does not differentiate between the types of directors and all directors are subject to the same level of duties.

There is only one type of director in a Slovak limited liability company.

For the sake of completeness, please note that in addition to a director, it is also possible to appoint a proxy (in Slovak: prokurista). If appointed, a proxy is authorised to carry out all legal acts arising in the operation of an enterprise, even if they otherwise require a special power of attorney. However, a proxy is not authorised to sell and encumber real estate, unless this authorisation is explicitly stipulated.

In general South African company law does not differentiate between different types of director and all directors are subject to the same duties.

Certain companies are required by companies legislation to appoint an audit committee of the board.  A director who is an employee of the company, or who does not meet certain independence standards (i.e. is not an independent, non-executive director) may not serve on a statutory audit committee.

The distinction between executive directors (persons also employed by the company to oversee the day to day operations of the company) and independent or non-independent non-executive directors (directors which are not employed by the company other than in their capacity as members of the board of directors) is important in terms of applying the principles of good corporate governance set out in the King IV Report on Corporate Governance for South Africa 2016 (King Code).  Although not codified in statute, the King Code's principles are required to be implemented by all listed companies in South Africa and are applicable to private companies on a voluntary basis.

Directors, or the applicable shareholders, may nominate "alternate directors", which alternate directors are appointed in the same manner as directors and carry the same duties as directors, but which only participate in board meetings in the absence of a specific director.

A company's memorandum of incorporation may make provision for a person to hold the office of director by virtue of their office, title of designation (e.g. CEO or MD), in which case such a person will be an ex officio director.

Directors are appointed by the shareholders.  A company may have the following types of directors:

• Sole director. The sole director is the sole representative of the company and therefore acts individually.
• Multiple directors. Either joint and several directors, each one of them can act separately and the actions carried out by one of the joint and several directors will bind the company, or joint directors, who must necessarily act jointly.
• Board of directors. The board of directors shall not have less than three and no more than 12 members. The bylaws may establish the number or a minimum and maximum number of members for the board of directors. In the latter case the shareholders shall determine the exact number. In addition, the board must appoint a chairperson and a secretary. If the company has a board of directors, individual directors do not have authority to bind the company unless powers are delegated to them. The board may delegate some of their functions to a managing director/CEO (consejero delegado) or an executive committee (comité ejecutivo). Please note that a board of directors is mandatory for joint-stock companies (sociedad anónima or S.A.) when there are more than two directors and for public listed companies (sociedad cotizada).

In all cases, powers of attorney can be granted by the management body of the company in favour of other persons (subject to some restrictions).

Directors may be shareholders of the company (consejero dominical) or not (consejero indepediente).

Finally, company’s directors may be de jure, as they are validly appointed through the procedures provided for by law and the company’s bylaws, or de facto, by exercising its functions in spite of not have been formally appointed. Nevertheless, all of them are subject to the same duties.

There are two types of directors: a board of directors whose members usually are appointed by a shareholders' meeting and are duly registered with the Swedish Companies Registration Office, and a managing director who must be appointed by the board of directors and be duly registered with the Swedish Companies Registration Office. For a private limited company, it is not mandatory to have a managing director.

In companies bound by a collective bargaining agreement, the unions have a right to appoint employee representatives to the board of directors in the following circumstances:

• If the company during the previous financial year has employed at least 25 employees, the employees in the company shall have the right to appoint two (2) union-appointed directors and one (1) deputy director for every appointed director.
• If the company is active in various fields of business and has at least 1,000 employees, the employees shall have the right to appoint three (3) union-appointed directors and one (1) deputy director for every appointed director.

However, the number of union-appointed directors may never exceed the regularly appointed board members. Accordingly, if the board of directors has one (1) director, which is possible in a private company, there can only be one (1) union-appointed director.

The CA only contains the term “director” - there are no different types of director and the CA only recognises validly appointed directors (not shadow directors). However, directors may be executive (usually employees, with an operational/executive role) or non-executive (usually not employees) - and may also be appointed to represent a particular shareholder (a nominee director). 

Further, please note that the CA does not on its face distinguish between executive and non-executive directors as regards the duties they owe to the company. However, the steps that they will be expected to take to discharge the duty to exercise reasonable care, skill and diligence will vary because of their different roles on the board.

In Tunisian law, the limited liability company is directed or managed by one or more physical persons called "manager" or "co-managers".

The manager of the limited liability company assumes the role of a business manager for the employees of the company.

The manager has the authority, the powers and the essential responsibility in the management of the company's affairs. They are the legal representative of the company towards third parties and before the courts.

The manager may be either a shareholder or a third party who is not a member of the company.

The manager or managers can be designated in the company's bylaws, in which case they are a statutory manager. In the absence of a statutory designation, managers will be designated by a minute of an ordinary general meeting which determine their rights, duties, the duration of their mandate and their remuneration. It should be noted that this appointment must be made as soon as possible because the company cannot function without a manager.

If the duration of the manager's mandate is not designated in the statutes or in the appointment decision, it will be, by operation of law, fixed at a renewable period of three years.

The law recognises the following categories of directors:

• Executive directors – who are involved in the day-to-day management or are employed by the company or its subsidiaries as such.
• Non-executive directors - who are not full or part time employees of the company or holders of an executive office.
• Independent directors – being non-executive directors who have no financial, personal, professional, contractual, business or other relationship with the company.
• Nominee directors - being directors who are specifically appointed at the request of the company's shareholders.
• Shadow director – being a person in accordance with whose directions or instructions the directors of a company are accustomed to act. This does not include a person who advises the directors in a professional capacity.

Directors may appoint one or more of their fellow directors to the office of managing director and confer such powers exercisable by them to such fellow director(s) as they deem fit.

Onshore UAE

The UAE Companies Law does not distinguish between types of directors. It is nevertheless possible to define, to an extent, different types of directors in the memorandum of association of an LLC. This may include a designation as a managing director, for instance. The particular nature of such a designation would be defined in the memorandum of association.

Regardless of whether a director is appointed, a manager must also be appointed for an LLC. A director and manager may be the same person holding both roles.

Dubai International Financial Centre

The DIFC does not distinguish between types of directors and the DIFC Companies Law similarly does not provide for a variation on the designation of a director. If a company wishes to internally assign a prefix to a director denoting a particular role, then this should be acceptable. A director registered with the DIFC will assume the same responsibility and authority regardless of their internal designation, unless the articles of association of the company are amended to reflect this (the DIFC must approve the articles of association).

Directors validly appointed as such are known as de jure directors and may be executive (usually employees, with an operational/executive role) or non-executive (usually not employees) - and may also be appointed to represent a particular shareholder (a nominee director).  In addition, a de facto director is a person who acts as though they are a director but is not validly appointed as such and a "shadow director" is a person in accordance with whose directions or instructions the directors of a company are accustomed to act.  In general, however, UK company law does not differentiate between different types of director – all directors are subject to the same duties.

In general, there are not multiple types of directors under Delaware law: all directors are members of the board with the same voting power, duties and responsibilities. Some companies may appoint board committees to oversee distinct aspects of the business, such as an audit committee that oversees the company’s audits and financial affairs. It is also common to appoint a “chairperson of the board” and/or “committee chair” who is a member of the board of directors responsible for presiding over board or committee meetings and may have certain other specific delegated duties or authority.

The different types of directors provided for in Zambia under the Companies Act, common law and the standard articles of association which form part of the Companies Act are as follows:

• Executive Director – a director who is involved in the day-to-day management of a company.
• Non-Executive Director - a director who is not involved in the day-to-day management of a company.
• Local Director - a director of a foreign company who is resident in Zambia and empowered and authorised to conduct and manage the affairs, property, business and other operations of the company in Zambia. This type of director is appointed under a Zambian registered foreign branch of a company which is incorporated in another jurisdiction.
• Alternate Director - a person who is not a member of the board of directors that is appointed by a director, subject to any restriction provided in the articles and with the approval of the board of directors. The person appointed is not a director but acts in place of a director during a temporary period of absence.
• Associate Director - a person appointed by the directors who is not in strict legal terms a director but rather a senior manager and a director of purely internal significance.
• Chief executive officer - a person who is responsible, under the immediate authority of the board, for the day to day management of the affairs of the company.
• Managing director - someone who is responsible for the daily operations of a company.
• De facto director -  a person who, not being a duly appointed director, holds themself out, or knowingly allows another to hold that person out, as a director.
• Shadow director - a person who is recognized as being a director because of the influence or control they exercise over a company.

The Companies Act also defines an executive officer as the chief executive officer, chief financial officer or a person holding a managerial position.

Zambian Laws do not provide for the appointment of an employee or lender representatives of the company board - this is usually agreed upon under a shareholders agreement or under the articles of association.

There are two types of directors in terms of Zimbabwean company law.

• Executive directors- these are usually employees, with an operational/executive role in the company. They are appointed through a formal process.
• Non-executive directors- these are appointed to represent a particular shareholder and to provide expertise in a certain sector.

However, Zimbabwean company law does not differentiate between different types of directors, as all directors are subject to the same duties under the COBE.