The Nominee Director’s Tangled Lot  

Oleh:

Koh, Pearlie

Jenis: Article from Journal - ilmiah internasional
Dalam koleksi: Singapore Journal of Legal Studies (Jul. 2007), page 148-161.
Topik: DIRECTORY; nominee director

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Perpustakaan Pusat (Semanggi) Nomor Panggil: SS46 Non-tandon: 1 (dapat dipinjam: 0) Tandon: tidak ada

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The term “nominee director” provides convenient shorthand for a director who is appointed to the board of a company on an understanding, whether formal or informal, that he represents the interests of some person other than the company, usually the person(s) who nominated or, by some means, appointed him : 1. Such directors are particularly commonplace in group enterprises and joint ventures, with each joint venture partner appointing its own representatives to the board of the joint venture company. It is also not unusual for investors, creditors or employees to be given a right to board representation. It is, however, trite that all directors, and seemingly without exception, owe an overarching obligation to serve in good faith in the best interests of the company on whose board they are members. 2. A director is also proscribed from placing himself in a position where his duties to the company conflict with his personal interests or with duties he owes to another person. These duties are embodied in section 157(1) of the Companies Act.3 Clearly then, the nominee director is in a very difficult place - by the very nature of his role, the nominee director occupies a position with the greatest potential for conflict.

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