PRINCIPLE--Director
"Section 244(1) of C.A.M.A. defines a director
thus:
"Meaning of directors. Directors of a company registered under this
Act are persons duly appointed by the company to direct and manage the
business of the company." (underlining mine)
The statutory definition of directors above does not recognize the
nomenclature raised by the court below as between executive and
non-executive directors. Rather directors are those appointed by the
company "to direct and manage the business of the company." How does one
conclude that a 'managing director/chief executive' of a company is not
a director of the company? The truth of course is that under any
definition a, managing director is the directing mind and will and the
alter ego of the company through which the company acts. It is indeed by
virtue of his office that the plaintiff was able to give out some
substantial amount as loan on behalf of the defendant. As I observed
earlier, it is fair to say that the defendant on their pleadings did not
plead that the plaintiff was not their director." Per OGUNTADE, JSC.
(Pp. 53-54, paras. E-C)
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