DRILL (TYPES OF DIRECTORS)

Non-executive director

formally appointed director who does not manage daily operations and instead provides independent oversight

Alternate director

person appointed to act in place of a director, only valid if authorised by the articles or board

Shadow director

person in accordance with whose instructions the board is accustomed to act, operating behind the scenes without acting as a director

De facto director

person who acts as a director in practice (makes decisions, signs documents, leads meetings) without formal appointment

Company secretary

officer responsible for administrative and compliance duties, not involved in directing company decisions

De facto director exam

acts openly as a director (visible role, decision-making power, represents company)

Shadow director exam

influences directors indirectly (board follows their instructions, but they do not present themselves as a director)

Non-executive director exam

must be formally appointed, even if not involved in management

Alternate director exam

only valid if replacing another director with proper authority