Issue link: https://htpgraphics.uberflip.com/i/116729
Shareholders and Directors Section 4 The directors are effectively the agents of the company. Together they form the board of directors of the company through which the strategic management of the company will be conducted. Regular board meetings of the company will need to be held. The directors will be required to review the financial position of the company and its ability to meet its obligations going forward. It is the board of directors, who collectively make all the decisions relating the management of the company. If you become a director of the company, you will need to file information about yourself, which will be held on a public register at Companies House (www.companies-house.gov.uk). The information is submitted on a statutory form and will include details of your address and any current or former directorships. You can nominate a service address (eg the company's registered office) if you wish to keep your personal address off the public register. Shadow Director Even if you are not appointed as a director you could, as a result of your actions, be a "shadow director". A shadow director is someone whose directions or instructions the appointed directors of the company tend to follow. If you attend the spin-out board meetings regularly and/or instruct the directors, it is possible that you may be considered to be a "shadow director". This means that, in law, you will have all the responsibilities and liabilities of an appointed director. Therefore be clear about your position. Your institution may also be deemed to be a "shadow director" if the spin-out board is inclined to follow instructions from the institution's representative. So be conscious of your institution's need to have a distinction between its role as a shareholder and important stakeholder, compared to being seen as controlling the spin-out on a management basis. 21