CEO, CFO, COO are also “directors”

The definition of a “director” is not limited to a person who is formally appointed as a director.

Whether a person is a director depends more on the person’s functions than title.

The definition of a “director” under section 2 of the Companies Act 2016 is not exhaustive. It includes a person in accordance with whose directors or instructions the majority of directors of a corporation are accustomed to act and an alternate or substitute director.

In respect of certain directors’ duties and responsibilities under the CA 2016, section 210 widens the definition of “director” to include CEO, CFO, COO or any other person primarily responsible for the management of a company. This means they would also be liable for their breach of directors’ duties and responsibilities under the CA 2016 where the definition of “director” includes them.

For example, under section 213, CEO, CFO, COO or persons primarily responsible for the management of a company must exercise their powers for proper purpose and in good faith in the company’s best interest. The business judgement rule in section 214 applies to them and they are responsible for actions of delegatee pursuant to section 216.


This post was first posted on Linkedin on 27 April 2021.

Linkedin Post
Five key steps for legal due diligence

Most lawyers are good at identifying issues, but legal due diligence shouldn’t be limited to merely reviewing documents and identifying issues. Here are my five steps for conducting legal due diligence: 1. Identify the issues based on the scope of legal due diligence as agreed with the clients. 2. Provide recommendations …

Linkedin Post
Begin with the end in mind: Post-completion integration

I once worked on an M&A deal that took more than a year to complete. While the deal was not inherently complex, it dragged on due to delays in finalizing the details of the transaction agreements for reason beyond my control. As the deal involved a larger corporation acquiring a …

Being a Corporate Lawyer: Why I Do What I Do

After years of demanding schedule and juggling simultaneous corporate exercises which take a toll on physical and mental health, it is not surprising that some corporate lawyers experience burnout. Unlike some legal practice areas, the work of a corporate lawyer may not seem immediately impactful or “make a difference” to …