●    Directors exercise the specific tasks in the running of the company.

●    The members (ie shareholders) ‘own’ the company but have no automatic rights of management.

●    Directors may be appointed in accordance with the company’s articles, usually through an ordinary resolution at a general meeting, but other mechanisms such as a written procedure may be valid.

●    The common law duties on directors have been codified and expanded through the Companies Act (CA) 2006.

●    Directors are responsible to the company itself, not to individual shareholders.

●    Minority protection (of shareholders) is provided through the CA 2006 to restrict directors’ acts that may unfairly disadvantage them.

●    Public companies must have a company secretary and they must satisfy statutory requirements in relation to their qualifications.

●    A share is a bundle of rights and duties, and it imposes liabilities on the holder.

●    Shareholders have no automatic right of management in the company although, through attendance and the rights to vote at shareholder meetings, they may have influence over the business conducted.