Which kinds of director does the Act name?
The Act requires every company to have directors, and it names further offices for particular roles: a managing director, a whole-time director, an additional director, an alternate director, a nominee director, and an independent director where that requirement applies. A private company does not have to appoint an independent director.
Which offices are named?
| Office | What it is |
|---|---|
| Director | A person appointed to the board. Who qualifies is on the qualification page |
| Managing director | A director entrusted with substantial powers of management |
| Whole-time director | A director in the whole-time employment of the company |
| Additional, alternate, nominee | Appointed under section 161, each for the situation that subsection describes |
An additional director holds office up to the next annual general meeting. How that appointment is made is on the additional-director page. Duties of every director, whichever office they hold, are on the duties page.
Which offices are not for every company?
An independent director is required of a listed public company and of certain unlisted public companies. Who that person is, is on the independent-director page. A private company is not in that requirement. A public company needs at least three directors, a private company at least two, and a one person company one. Those minima are not a list of special offices.
Frequently asked questions
Four questions cover an independent director, a non-executive director, an additional director, and the minimum number.
Must a private company appoint an independent director?
No. Independent directors are required of a listed public company and of the unlisted public companies that meet the thresholds. A private company is outside that requirement.
Is a non-executive director a separate section?
No. The Act distinguishes a whole-time director, who is in the whole-time employment of the company, from a director who is not. Non-executive is a description of that second position, not a third statutory office.
Can an additional director stay without the members?
No. An additional director holds office until the next annual general meeting. Continuance after that needs the members.
Does every company need three directors?
No. A public company needs at least three. A private company needs at least two. A one person company needs one.
Sources
Directors are appointed under the Companies Act, 2013. The special offices are sections 2, 149, and 161. Who may be appointed at all is a separate page.