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Executive* ■ Salaried, he may enter a fixed term service agreement with the
company
■ Involved with the day to day running of the company
Non-Executive* ■ Does not have any day-to-day management role
■ Usually only attends board meetings and are paid directors fees for
their service
■ May be a shareholder in the company
Non-Executive ■ Has limited or no financial interest in the organisation, or any
Independent* interests that could influence the company
■ Not a representative of a controlling shareholder
Alternate ■ Defined in the Act
■ Acts on behalf of a director when he cannot personally fulfil his
duties
Ex Officio ■ Defined in the Act
■ Director as a consequence of that person holding some other office,
title, designation or similar status
* Not defined in the Act.
Delegation of Authority
The board may delegate to the committee any of the authority of the board. The creation
of a committee, delegation of authority or action taken does not alone satisfy or
constitute compliance by a director with the required duty of a director to the company.
While many of the directors’ duties may be delegated to management, the directors
retain overall responsibility over management, and have a duty to monitor management’s
performance.

Section 73(1): Board Meetings
A director authorised by the board of a company, may call a board meeting at any time.
A board meeting is obligatory if called for by:
■ At least two of the directors, or
■ 25% of the directors where board comprises 12 or more directors. (The MOI may
specify a different number or percentage).
The board may determine from time to time the requirement for notice for meetings, as
long as this complies with the MOI or rules and no meeting may be convened without
notice to all the directors subject to certain exceptions.

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