According to BusinessDictionary, company directors are responsible for determining and implementing the company’s policy. They derive their authority from the company’s articles of association and from corporate legislation. They act according to the resolutions made at meetings with other directors.
Company directors are the company’s agents, and they are capable of binding the company to valid contracts with third-parties, including buyers, suppliers and lenders. They are the trustees for the company and not for individual stockholders. However, they are held personally liable for the results of actions they take that fall beyond the scope of their vested powers or that are deemed fraudulent, and stockholders are permitted to sue them for such actions. Moreover, company directors are individually and collectively liable for the company's actions, including negligent acts.
Company directors do not have the authority to vote by proxy or absolve themselves of responsibility for their delegated duties. They are elected or appointed members of the board of directors, but they do not have to be a stockholder or an employee of the firm.
Their financial and administrative responsibilities include filing annual returns and keeping factual records, which depend on the size and nature of the firm. Directors of limited-liability companies also promote the company’s best interests. They direct the company’s operations on the behalf of the shareholders. It is important that a company director acts within his powers to perform his duties with reasonable care and skill.