SECTION 3: NOMINATION AND APPOINTMENT PROCESS

Section 3: Nomination and Appointment Process | 39 3.2.5 In summary, a listed company director will generally be classified as one of the following: • Executive Director (ED). • Independent Director (ID). • Non-Independent Non-Executive Director (NI-NED). 3.2.6 The law 3 also recognises the following types of directors: • Nominee Director: usually appointed by an influential group, such as substantial shareholders, to represent its interests. • Alternate Director: appointed to attend Board meetings on behalf of a director who is unable to be present (but will bear all the duties and responsibilities of a director). • De Facto Director: not formally appointed as a director but performs all the duties and makes decisions as a director and, as such, can be held legally accountable as a director. • Shadow Director: a person whose directions and instructions the other directors or majority of directors are accustomed to act in accordance with, and should therefore, be held legally accountable as a director. Further information on the different types of directors, and their roles and characteristics are summarised in Appendix 3C of this Guide, and detailed in Section 5 of the Board Guide. 3.3 Qualifications of Directors 3.3.1 To be a director, a person must first be qualified to act as one under the Companies Act and other applicable regulations. 3.3.2 Under the Companies Act, a person is disqualified from being a director under certain circumstances, such as if he is an undischarged bankrupt, is convicted of certain criminal offences, or is specifically disqualified by a court order 4 . 3 Under Section 4(1) of the Companies Act (Cap. 50), a “director” includes any person occupying the position of director of a corporation by whatever name called and includes a person in accordance with whose directions or instructions the directors or the majority of the directors of a corporation are accustomed to act and an alternate or substitute director. 4 Sections 148, 149, 149A, 154 and 155 of the Companies Act. 3C