Hi Emma,There are a number of different types of directors,...

Hi Emma,

There are a number of different types of directors, known by a variety of names.All directors generally have the same duties and responsibilities regardless of their title.

Under s 9 of the Corporations Act 2001 (Cth) a ‘director’ of a company or other body means:
a) a person who:
i. is appointed to the position of a director; or
ii. is appointed to the position of an alternate director and is acting in that capacity;
regardless of the name that is given to their position; and
b) unless the contrary intention appears, a person who is not validly appointed as a director if:
i. they act in the position of a director; or
ii. the directors of the company or body are accustomed to act in accordance with the person’s instructions or wishes.

An 'independent director' can be broadly defined as a non-executive director who is not a member of management and who is free from any business or other relationship that could materially interfere (or could reasonably be perceived to materially interfere) with the independent exercise of that director’s judgement.

ASX Corporate governance guidelines recommend that there should be a majority of independent directors on a board.

When determining the independent status of a director, the board should consider whether the director:
1. Is a substantial shareholder of the company
2. Has been employed in an executive capacity in the company (or in a group member) and eased such employment less than three years ago
3. Has within the last three years been employed as a principal of a material professional advisor or consultant to the company or to a group member
4. Is a material supplier or customer of a company or a group member, or
5. Has a material contractual relationship with the company or another group member, other than as a director.

Family ties and cross-directorships may be relevant in considering interests and relationships which may affect independence, and should be disclosed by directors to the board.

The term is often used interchangeably with ‘non-executive director’, although this is not strictly correct. Non-executive directors can sometimes be considered not to be independent if, for example, they have sat on the board for more than five years.

FYI...Non-executive directors, like all directors, are elected by shareholders to act on their behalf in overseeing and governing an organisation. However, as distinct from executive directors, non-executive directors are not employees of the organisation. The advantage of non-executive directors is that they bring objectivity and independence to act in the best interests of the organisation.They rely on information from management to guide their decision-making. Therefore, they have a responsibility to ensure they receive appropriate and necessary information from the executive team.