COMPANIES ACT - 1963 (ACT 179)

    Section - 179 - Meaning of "Directors"

    (1) For the purposes of this Code the expression "directors" means those persons, by whatever name called, who are appointed to direct and administer the business of the company.

    (2) Any person, not being a duly appointed director of a company,

    (a) who shall hold himself out or knowingly allow himself to be held out as a director of that company, or

    (b) on whose directions or instructions the duly appointed directors are accustomed to act,

    shall be subject to the same duties and liabilities as if he were a duly appointed director of the company:

    Provided that nothing in this subsection contained shall be deemed to derogate from the duties or liabilities of the duly appointed directors, including the duty not to act on the directions or instructions of any other person.

    (3) If any person, not being a duly appointed director of a company, shall hold himself out, or knowingly allow himself to be held out, as a director of the company, or if the company shall hold out such person, or knowingly allow such person to hold himself out, as a director of the company, such person or the company as the case may be, shall be liable to a fine not exceeding one hundred pounds.

    (4) For the purposes of subsections (2) and (3) of this section a person who is described as director of a company, whether such description is qualified by the word "local", "special", "executive", or in any other way, shall be deemed to be held out as a director of that company.