Jurisdiction(s):
United Kingdom

Related legal acts

Key definition

Directors definition

What does Directors mean? directors are the individuals who, acting as the company’s board, manage the company’s business and make decisions for it. They set strategy, authorise significant transactions and oversee compliance, often delegating day-to-day operations to executives but retaining ultimate responsibility. In England & Wales, Scotland and Northern Ireland, the Companies Act 2006 defines a director broadly to include anyone occupying the position (including de facto and shadow directors). Ireland’s Companies Act 2014 adopts a similar definition. Directors act collectively through board meetings or written resolutions and may bind the company within their actual or apparent authority. Key legal features include statutory and fiduciary...

Directors’ loss‑of‑office payments: UK Companies Act 2006 shareholder approval regime, exceptions and remedies; plus additional requirements for quoted and listed companies (UK Listing Rules, UK Corporate Governance Code)

Published by a LexisNexis Corporate expert

Practice notes

Under the Companies Act 2006 (CA 2006), there are Rules governing payments a company makes to a director by way of compensation for loss of office. Because these arrangements are especially susceptible to misuse, they must be approved by shareholders. Their interplay with the general statutory duties of Directors is addressed in Practice Note: Directors' duties—scope, nature, interpretation and application. Among those duties is an obligation to inform the board whenever the director has, directly or indirectly, any interest in a proposed transaction or arrangement with their company, specifying the nature and extent of that interest.

In relation to:

the requirement to disclose an interest in a company transaction or arrangement, see Practice Note: Declaration of a director's interests—the statutory provisions;
a director’s ability to participate, whether as a director or as a member, in decisions on such a transaction or arrangement, see Practice Note: Declaration of a director's interests—Articles of association

For these purposes, ‘director’ covers anyone occupying the role of director, by whatever name known, and also a shadow director...

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Web page updated on 27/05/2026

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