The Roles of a Nominee Director That You Need to Know

Directors of companies are appointed for some reasons. They could either be appointed as an independent director or as a nominee director. Anyway, if you are planning to select a nominee director depending on the ideas that are well known to you, will his or her roles be any different to that of other directors? Well, keep reading to find  out.

As a company owner, it reaches a time when you need someone to manage the affairs of your company for you and on behalf of the shareholders of your company- a nominee  director

To get you started, who is a nominee director? To make it simple, this is a director who is appointed by an interest group or shareholders to represent their interests at a board level. Some of their responsibilities  include:

  • Exercising action within the powers of the  company

The nominee is required to act according to the constitution of the company. When appointing one, as a company owner, you will have to permit the nominee to exercise special powers within the rules and regulations of your company. The director should be able to uphold that unless  otherwise.

  • Promoting the success of the  company

A nominee director is there to decide whether a company should take a particular course of action to increase its value in the long run, or not. To achieve success in the company, the director is required to  consider:

  • The interests of the employees working in the company
  • The need for members of the company to carry out their duties in a fair manner
  • The impact of the operations of the company on the environment and the community as well.
  • The desire of the company and its employees to maintain an excellent reputation and achieve a high level of conduct in the business.
  • The need and desire to develop a good relationship between the company and its customers.

Therefore, the director should have the company’s interests at heart to be able to promote the growth and success of the company. That way, all the members of the company including the shareholders would  benefit.

In this case, before a nominee makes any decisions, he or she should ensure that the circumstances do not conflict or are not a potential for conflicts with the goals and preferences of the  company.

  • Avoiding conflicts of  interest

A nominee director should as much as possible refrain from any investments that are likely to conflict with that of the members or with the interests of the company. It may be a situation that has occurred to the advantage of the company such as an excellent opportunity or exploitation of a particular  property.

Now, you will not be able to fully determine situations that are likely to give birth to conflicts of interests, neither is there a set of rules to guide you on the same. If you think that you are in a situation that is likely to bring conflicts with other members of the company, then you should trust your instincts and act accordingly. Therefore, you should  consider:

  • Seeking approval with immediate effect from other members of the board.
  • Checking article associations of the company for provisions that relate to conflicts of interests.
  • Acting appropriately by keeping your behavior in check, bearing in mind that you are there to promote the success of the business.
  • Ensuring that the obligations of the company are met

Every company has short-term and long-term achievements that it seeks to fit within a particular period. When you become a director, you will have several obligations and duties imposed on you from various sources, not just the primary legislation of the  company.

You must also ensure that the company complies with safety, health and the welfare obligations of its  employees.

  • Maintaining standards of confidentiality in the  company

As a nominee director, a company owner will bring to your table all the information that is required to help you carry out your job. It is therefore expected that you will keep every bit of sensitive information confidential for the benefit of the company and yours as  well.

  • Performing administrative  functions

A nominee director helps in the performance of several administrative tasks which would otherwise be performed by someone who is directly related to the company. As much as the nominee director may be involved in the day to day matters of your company, he or she will work based on your wishes, your circumstances, and necessities as a  client.

  • Exercising independent judgment in the  company

A nominee is appointed to act particularly in the absence or on behalf of the company owner and shareholders. For this reason, he or can make decisions concerning the company and exercise independent  judgment.

However, he or she should not make his or her judgments based on the freedom at hand. Every decision made should be according to the constitution of the company and the agreement that you have entered  into.

The cost of the service will depend on what you want the nominee to do. For instance, if you will require the nominee to get involved in many tasks in your company, then you will have to spend more on  payment.

  • Reporting the performance of your  company

As a company owner, you won’t always be present to keep records of what goes on in your company. A nominee director is there to report to you its performance as well as representing the interests of the  appointers.

For the director to be able to do that, he or she needs to have access to your company’s information. Unless it is clear that the director cannot be trusted with that kind of information, it is an essential  requirement.

  • To facilitate the confidentiality of a  client

Besides other roles that a nominee has to play, this is the primary objective. The nominee prevents the public from knowing that there exists a relationship between an offshore company and a beneficial  owner.

In other words, nominees hide the fact that a beneficial owner is intimately involved in controlling and operating your  company.

  • A nominee helps to solve requirement  issues

Having a company registration in your country will often require that you have at least one director on board. In this case, a nominee director. The director should also be residing in your state for a period for him or her to qualify for the job. You only need to meet this requirement and sit back as you run your company from the comfort of wherever you  are.

  • Seeking independent advice in case of  difficulty

As a nominee director, you should consider this aspect lest you want to become a victim of liability under insolvency legislation. For instance, in a case where a company is facing financial instability or difficulty, you are exposed to significant potential risks, including being disqualified from the nominee director  position.

As a director, you do not need to be dishonest in the affairs of the company to be held liable for wrongful trading. When caught in a dangerous situation, you may think of resigning from the company as the best option at hand, but the truth is, it isn’t. It is, therefore, necessary to seek proper advice as that is a thorny and dangerous area to  navigate.

Are there any dangers of appointing a nominee director or becoming one? Well, yeah. With the sensitivity of a company’s affairs and managerial staff, it is entirely expected. Whether you are a company owner seeking to appoint a nominee director, there are specific risks and challenges that come about with that  decision.

For the part of being the one taking the role, the title may be lucrative but as for the job itself, you may think twice before making a quick decision. However, these risks should not prevent you from becoming one. For more guidelines, you can visit and if you have what it takes, don’t hold back – go for  it.

Some of the risks  include:

  • Criminal liability: this should not scare you. You will only be a victim if you engage in any actions or activities that are contrary to the constitution of the company that you are working for.
  • Personal liability: when talking about personal accountability, any valuable asset attached to you may be seized when the company that you are working for suffers any losses during your reign.

These risks can be avoided significantly when a nominee director:

  • Gets a clear understanding of the laws and constitution of a company in a particular state before making any significant decisions that would affect it.
  • Gives solid records of documents of the reasons why you believe an action that you are about to take is in the best interests of the company.
  • Carries out any duties to the best interests of the company however much your decision differs with that of your appointer.
  • Keeps clear records of the activities and financial status of a company to make a well-informed decision on the interests of the company.
All opinions expressed on USDR are those of the author and not necessarily those of US Daily Review.