CHAPTER 19 COMPANY DIRECTORS AND OTHER COMPANY OFFICERS PART F MANAGEMENT, ADMINISTRATION AND REGULATION OF COMPANIES INTRODUCTION In this chapter we turn our attention to the appointment and removal , and the powers and duties, of the directors . The important principle to grasp is that the extent of directors' powers is defined by the articles . If shareholders do not approve of the directors' acts they must either remove them under s 168 or alter the articles to regulate their future conduct. However, they cannot simply take over the functions of the directors. In essence, the directors act as agents of the company . This ties in with the agency part of your law studies also discussed in connection with partnerships. The different types of authority a director can have (implied and actual) are important in this area. We also consider the duties of directors under statute and remedies for the breach of such duties . Statute also impose...