If you are asking such questions you don't really know what a Board of Directors is, or its purpose. Every director has responsibilities. A person can not properly be a director in name only.
The day of the "titular / honorary director" with no responsibilities is hopefully gone.
... I guess what I wanted to know is can an agreement be written up so that the second director can't have a say in the running of the company, perhaps in terms of concluding sales agreements and that kind of thing...
The essence of a nominee service is that it is the names of the nominee directors and/or shareholders that are indicated in the corporate documentation, according to their designation. Thus the names of the company's beneficial owners are not disclosed to the Companies Registry, so that clients are ensured the utmost confidentiality.
At the same time the appointed nominees are not actually entitled to manage the company. We can provide the beneficial owner with a Power of Attorney empowering him to run the business, manage the company's activities and open and operate the company's bank accounts.
What is laid down in the memorandum and articles of association of the company? How do voting rights and decision-making powers get allocated?
1. The regulations contained in Part II of Table A in the First Schedule to the Companies
Act, 1963, as amended by the Companies Acts, 1963 to 1990, (which Table is hereinafter Called “Table A”) shall be deemed to be incorporated with these Articles and shall be deemed to be incorporated with these Articles and shall apply and the Company save insofar as they are excluded or modified hereby. Regulations 5, 75, 79, 90, 91 and 109 of Part 1 and Regulations 6 and 9 of Part II of Table A shall not apply to the Company.
Or could the internal agreement be used as a way for one director to sue to the other for breaching their internal agreement?
But in that scenario, would the internal agreement have no standing, because ultimately the director does actually have the legal power to enter into a contract on behalf of the company just by virtue of being a director?
Would the terminolgy 'Executive' and 'Non-Executive' directors make any difference here? If one director was made into a Non-Executive director, does that make any difference to the legal standing? I don't think Irish law distinguishes between the powers and duties of executive and non-executive directors does it?
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