INTRODUCTION:
Who are company directors?
A director is an official who is appointed or elected to manage the business and affairs of a company.
Each registered company has one director at least. Who the directors are, and their key information, is kept in the record if Companies Register.
Directors are to sign the circulars which are to follow any offer.
A good director helps the company to run adequately, accomplish its goals, as well as to maintain a good influence.
ROLE OF A DIRECTOR:
Duties of a director in a company include:
- Making decisions and determination and implementation of policies
- Preparation and filing of statutory documents with the firm office or other agencies.
- Calling all types of meetings including annual meeting with shareholders
- Keeping and maintaining records.
- Keeping the company bound to contracts with lenders, suppliers, and others who are dealing with the company.
OBLIGATIONS AS A DIRECTOR
As a director one must act honestly at all times, and with the best company interests and reasonable care.
A director must not agree, or act, in a manner that is probably to un-follow the Companies Act 1993, any other legislation, or the constitution of the company.
The minimum standards for a director of a company include:
- acting in good confidence and accordance with the best interests of the company
- applying the power as a director for a decent purpose
- not agreeing, or allowing the company to work in a way that is probably to create a consequential risk of a significant loss to the creditors of the company.
- taking care, skill, and diligence that a legitimate director would perform in the same circumstances
- Making sure the company can compensate all its debts as well as has more credit than liabilities
- compliance with the Companies Act.
Powers of Directors concerning managing the business of the company
The business of a firm is managed by the directors, who pay all the costs acquired in advertisement and registration of the company. Directors may apply all powers of the company as are.
A company’s directors exercise the following powers on account of the company:
- to call on shareholders concerning capitals unpaid on their shares;
- to issue the shares;
- to issue the vouchers or any other instrument having redeemable capital nature;
- to acquire capitals otherwise than on vouchers;
- to invest the assets of the company;
- to make allowances;
- to empower a director or the company he is a partner of, or any colleague of such company to enter into any commitment with the company to make sale, purchase or goods supply or render services with the firm;
- to accept annual or bi-yearly or other serial accounts required to be flown to the members;
- to accept a bonus to employees;
- to obtain capital expense on any item or adjust a fixed asset according to the limits as recommended by the authority from time to time;
- to commence the obligations under charter contracts outrunning one million rupees;
- to acknowledge the interim dividend; and
- having concern to such value as may be detected to be material by the Board-
- to write off poor advances, debts, and receivables;
- to write off reserves as well as other belongings of the company; and
- to figure out the terms of and the chances in which a constitution may be negotiated and a claim in aid of the company may be extinguished, released, relinquished.
Financial responsibilities of a Director:
A director is responsible to take steps to diminish the effect of any financial complications on your creditors, employees, shareholders, and others who keep a financial interest in the company.
If a company continues to commerce while being bankrupt, and goes more into debt, a director may be individually liable and face pursuit.
Look for professional help from a counsellor or accountant on how to resolve the financial position of a company.
SEARCHING FOR A DIRECTOR:
- VFSC (Vanuatu Financial Service Commission):
Using the ‘Register Role Search’ tool of the VFSC, one can determine if an individual has been, or is, a shareholder or director of a company, owner on the committee of a beneficial association or a business.
There are two search options available at VFSC.
- Quick search
- Click on the ‘Registry Services’, select entity type, and click ‘Register Role Search’
- In the field of ‘Search For’, type the name of the person for (or company, in the case of a corporate entity director)
- Select the register which applies to it (or just select ‘All Registers’)
- Click the ‘Search’ button to present the entire search results for search criteria.
- A list of available matches will be shown on the screen – click on any of these to view the particulars of that company.
- Advanced Search
- Click on the ‘Registry Services’, select entity type, and click the ‘Register Role Search’
- Click on ‘Advanced’
Now customize the search in different ways. Only the fields with ‘*’ are compulsory.
How to choose the right tool to find the directors?
While selecting the appropriate search engine, certain factors need to be considered such as efficiency and reliability. Many search engines are accessible in the online world. Go only for the reputed and believed tools.
While looking for the registration particulars of a business, or its personnel including directors, professional search tools are best suited. With implements including KYC Lookup, an extra layer of security and safety can be added to your business.
- PICG (Pakistan Institute of Corporate Governance):
PICG contemplates becoming the leading master of awareness on best practices on corporate governance for all the key stakeholders participating in or concerned with corporate governance, having the aim of bringing about social and economic transformations by enhancing the corporate governance quality.
PICG gives access to the data regarding particulars as well as personnel of registered companies. This data include persons who are, and have been the directors of the companies.
