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Section 2(13) of company’s act defines a director may be defined as a person having control over the direction, conduct, management, or superintendence of affairs of a company. Any person in accordance with whose direction or instructions, the board of directors of a company is custom to act is deemed to be a director of a company.
Section 2 (6) of the company’s act states that the directors are collectively referred to as board of directors are simply the borad.
Directors being pillars of corporate governance (Cowan, 2004) should at all times act honestly and use reasonable diligence in the discharge of their duties. This is more so in light of recent major corporate issues like ENRON & Worldcomm in the United States and the Transmile case in Malaysia. In essence directors are agents of the company and as agents, they owe a duty of trust to the company and shall do their utmost to put the interest of the company first before personal ones.

Directors of a company are responsible in managing the affairs and business of the company. Some or each and every one of the shareholders will normally be involved in the company’s management for those company that are smaller in size, particularly small family companies. On the other hand, bigger company will have managers that specialized only in the conduction to the company’s business. These managers may only own a small proportion of the company’ shares. According to s142 of the Companies Act 1965, a company must have at least a registered director, manager and secretary. Every company must have at least two directors. They must be natural persons of full age. The first directors are appointed by being named in the Memorandum or Articles of Association of the company. Subsequent appointments are usually made through the general meeting. Certain requirements have to be achieved in order to qualify to be a

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