DIRECTOR TYPES,

POWERS,
APPOINTMENT &
TERMINATION

PRESENTED BY GROUP
AA2
AVA N T I K A
I S H I TA
HARSH
SHRUTI SAGAR
TYPES OF DIRECTORS
1. Executive Director: A director who is also an employee of the company and is involved in the day-to-day management of the
company.

2. Non-Executive Director: A director who is not involved in the day-to-day management of the company and is not a full-time
employee of the company.

3. Independent Director: A non-executive director who is not related to the company's promoters or management and is
appointed to bring an objective and independent perspective to the board's decision-making process.

4. Nominee Director: A director who is appointed by a shareholder or a financial institution that has a significant stake in the
company.

5. Women Director: A director who is a woman and is appointed to ensure gender diversity on the board of directors.

6. Small Shareholder Director: A director who is elected by small shareholders of the company, as defined by the Companies
Act, 2013.
 POWERS OF DIRECTORS
Decision- Fiduciary Appointment
Compliance
Making: Duties: of Directors:
D I R E C T O R S H AV E DIRECTORS ARE THE PROCESS OF DIRECTORS ARE
THE AUTHORITY REQUIRED TO ACT APPOINTING RESPONSIBLE FOR
TO I N G O O D FA I T H T O DIRECTORS, ENSURING
C O L L E C T I V E LY PROMOTE THE INCLUDING THE COMPLIANCE WITH
MAKE DECISIONS C O M PA N Y ' S FIRST DIRECTORS LEGAL AND
REGARDING THE OBJECTIVES FOR O F A C O M PA N Y, I S R E G U L AT O RY
MANAGEMENT OF THE BENEFIT OF GOVERNED BY THE REQUIREMENTS, AS
T H E C O M PA N Y I N ITS MEMBERS, C O M PA N I E S A C T, WELL AS THE
BOARD EMPLOYEES, 2013 C O M PA N Y ' S
MEETINGS OR SHAREHOLDERS, A RT I C L E S O F
COMMITTEE AND THE A S S O C I AT I O N A N D
MEETINGS C O M M U N I T Y. T H E Y MEMORANDUM OF
MUST ALSO A S S O C I AT I O N
EXERCISE THEIR
DUTIES WITH DUE
CARE, SKILL, AND
DILIGENCE, AND
AV O I D C O N F L I C T S
OF INTEREST
FIR ST DIREC TOR S
• The first directors of a company are typically named in
the company's articles of association or chosen by the
subscribers of the company during its incorporation.
• Their role is to manage the affairs of the company until
the first general meeting where shareholders can elect
new directors.
REAPPOINTM ENT OF R E TIRING
DIR ECTORS:
• At each AGM, some directors may retire by rotation as
per the company's Articles of Association.
• Shareholders may reappoint these directors or elect new
ones.
REGULAR DIRECTORS
• Regular directors are appointed by
shareholders at the company's AGM or
through written resolutions.
• Their appointment is typically for a
specified term, after which they may be
eligible for reappointment.
APPOINTMENT BY
CENTR AL GOVERNMENT:
• In certain cases, the central government
may have the authority to appoint
directors to the board of a company,
especially in situations where there are
concerns about the company's operations
or compliance.
APPOINTMENT
 BY PROPORTIONAL
APPOINTMENT B Y TR IB UNAL:
REPRESENTATION:
• A tribunal, such as the National Company Law Tribunal
Some companies may choose to appoint
(NCLT) in some jurisdictions, may have the authority to
directors through a system of proportional
appoint directors in specific circumstances, such as
representation, where shareholders cast
during the resolution process of a distressed company.
votes for candidates in proportion to their
shareholding.

BY SMALL SHAR EHOL DE RS:

In some jurisdictions, companies may have provisions
allowing small shareholders to appoint a director,
providing them with representation on the board.

APPOINTMENT
APPOIN T ME N T B Y B O AR D:
Additional Directors:
• Appointed by the existing board between Annual General Meetings (AGMs) to address specific needs or expertise.
• Their appointment is provisional and must be confirmed by shareholders at the next AGM.
• Provides flexibility for the board to respond quickly to changing circumstances.
Alternate Directors:
• Appointed to act on behalf of a regular director when they are absent or unable to attend meetings.
• Their role is temporary and ceases when the regular director resumes their duties.
• Offers continuity in board representation during temporary absences.
Nominee Directors:
• Appointed by a specific shareholder or group of shareholders, often as a result of a contractual agreement or significant
shareholding.
• Represents the interests of the appointing shareholder(s) on the board.
• Common in joint ventures or when a strategic investor has a stake in the company.
Casual Directors:
• Appointed to fill a casual vacancy on the board due to the resignation or death of a director.
• Their term lasts until the next AGM, where shareholders can confirm the appointment or choose a replacement.
• Helps maintain a functional board in the event of unexpected departures.

APPOINTMENT
Termination
The termination or removal of
directors from a company is a
significant decision that
typically involves adherence to
legal and procedural
requirements. Here are key
points related to the termination
of directors:
 Resignation:
• Directors can voluntarily resign from their position by submitting a written resignation to the board.
• The resignation takes effect as per the terms specified in the resignation letter or, if not stated, upon
receipt by the board.
Removal by Shareholders:
• Shareholders, during a general meeting, have the authority to remove a director by passing a
T E R M INAT ION

resolution.
• Special notice is often required for such resolutions, and the director in question is typically given an
opportunity to present their case before the shareholders vote.
Removal by Board:
• In some cases, the board itself may have the power to remove a director, either through a provision in
the Articles of Association or if there are specific grounds for removal outlined in the company's
governing documents.
Automatic Termination:
• Certain events, such as a director's death or incapacity, may result in automatic termination of their
position on the board.
 Legal or Regulatory Action:
• Regulatory bodies or government authorities may intervene in cases of misconduct or non-
compliance, leading to the removal of a director.
• Legal provisions or breaches of fiduciary duties may be cited as grounds for such action.
Resolution of the Board:
• The board may pass a resolution to remove a director based on reasons specified in the company's
T E R M INAT ION

Articles of Association or other governing documents.

• This process often involves providing the director with an opportunity to be heard before the
resolution is passed.
Court Intervention:
• In some instances, legal action may be initiated to remove a director through court proceedings.
• This could be due to disputes, breaches of duty, or other circumstances that warrant judicial
intervention.
Contractual Agreements:
• Termination may also occur in accordance with contractual agreements or employment contracts
between the director and the company.
• Specific termination clauses and procedures outlined in these agreements must be followed.
THANKYOU