The Duties and Responsibilities of a Company Director

September 27, 2021 By Vivian Au


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The position of a director within a company is possibly one of the most vital administrative roles of the business.

Your company director’s performance will have a direct effect on how efficiently the business is run.

It’s incredibly important as an owner to ensure that your company director shares the same vision and work ethics you do.

Any positions that influence the workflow and mission statement of the company should also have a solid line of communication with the owner.

Normally, employees with duties like that of a director are the ones who will delegate assignments and duties to the other employees of the company.

It’s important that these higher-ups convey your requests and wishes to the rest of your employees.

These directors are the link between you as an owner and the workforce of your organization.

It’s vital that the director holds his influence as a go-between and does not allow paid employees to break the chain of command.

What Defines a Company Director?

Technically, a company director is an elected or appointed member of your company’s board of directors and supervisors.

The director is tasked with determining and implementing company policy and other defining elements of the company.

Normally, the owner chooses a director in coalition with the board of investors to manage daily activities and finances.

The director will ensure that the appropriate legal filings are taken care of, and the company operates lawfully.

A company director is allowed to enter into legally binding contracts with third parties and other entities in the company’s name.

These parties include buyers, lenders, suppliers, and other vendors tied to the organization.

The director can also make verdicts for the well-being of the company and the companies shareholders.

Directors may also be required to act as trustees for the company they work for as well.

Company Director Specific Roles and Duties

According to the Companies Act of 2006, these are a company director’s specific roles and duties. 

Act Within Designated Powers

A director must follow and comply with company policy.

This includes policy on the employee side and shareholder side. 

1. Promote the Success of the Company

The company director must follow per company’s goals and mission statement.

All actions must have a clear outline and order of operations to ensure the company’s long-term success and scalability.

A director must always keep in mind that:

  • The effects of their decisions are long term
  • They are responsible and must act in the interest of company employees
  • They represent the company when doing business for the company
  • They must maintain a reputation of good conduct and high business standards

2. Make Independent Judgements

They must have the responsibility and accountability to make important decisions and judgments without a superior or owner’s consent or permission. 

3. Exercise Skill, Care, and Diligence

Directors are expected to exercise the same skill, care, and diligence required of all employees.

4. Avoid Conflict of Interest

A director must avoid conflict of interest regardless of whether it would serve to benefit the company.

5. Reject Benefits from Third-Parties

The company director must never accept benefits from third parties.

However, there is no infringement if the benefits accepted do not cause a conflict of interest. 

6. Declare Interests in Proposals, Transactions, and Arrangements With the Company

A director must declare the extent of any interest, transaction, or arrangement with the company to the rest of the company directors and supervisors. 

Who Can Become a Company Director

There are certain limitations and requirements for filling the role of a company director.

The following positions and entities are eligible for this position.

  • An individual who is a shareholder or recent employee such as a secretary
  • A corporate body
  • A partnership
  • A group
  • Another limited company
  • An organization, whether it’s a business or charity

Who Can’t Become a Company Director

  • An auditor
  • A banned employee or company director
  • Anyone under the age of 16

Company Director vs. Shareholder?

A shareholder is any member of the board of shareholders who owns part or all of a company.

A shareholder does not have to be employed by the company.

Typically a company director is chosen by a board of shareholders.

The shareholders appoint the director to supervise every financial aspect of a company to ensure it runs smoothly.

Directors do this in conjunction with running the operational aspects of the company.

Together, these two duties must be met to ensure the smooth and profitable operation of a company.

The performance of the company director will directly affect the financial gains or losses for the shareholders.

Are Corporate Director and Company Director the Same?

No, a corporate director and a company director are completely different.

A company director is appointed by shareholders (normally individuals, but not always) to manage a limited company’s operational and financial duties directly.

A corporate director describes a company or corporate body that has been appointed the director of another company.

There is no limit to the number of corporate directors a company can have.

The company director can simultaneously be a shareholder of a company but doesn’t always have to be.

However, shareholders will always look to the company director to ensure their interests are paying off.

A company director has a large workload to shoulder and must manage every vital element of a company on a daily basis.

It takes a strong leader and personality to be a company director.

Still, with the proper delegation, the job can be handled efficiently and without overload.

Interested in becoming a director yourself?

Register your business in Hong Kong with Air Corporate and we’ll help you dot the I’s and cross the T’s so you can become a company director in mere hours.


Vivian Au

For many years, I worked at big accounting and company secretary firms in Hong Kong. I started Air Corporate to make the life of entrepreneurs and SMEs easy.

Vivian Au