The Nominee Director's Tangled Lot

• Main Author: KOH, Pearlie
• Format: text
• Language: English
• Published: Institutional Knowledge at Singapore Management University 2007
• Subjects: Directors; appointees; fiduciary responsibility; Supreme Court decisions; professional responsibilities; Asian Studies; Business Organizations Law; Courts
• Online Access: https://ink.library.smu.edu.sg/sol_research/790
• Institution: Singapore Management University

The term nominee director provides convenient shorthand for a director who is appointed to the board of a company on an understanding, whether formal or informal, that he represents the interests of some person other than the company, usually the person(s) who nominated or, by some means, appointed him. Two recent decisions of the High Court of Singapore touch on the duties owed by nominee directors. These cases, both decided by Lai Siu Chiu J., provides everyone the opportunity to reflect on the law of directors' duties in Singapore, and its application in particular to nominee directors. The main issue before the court was whether the defendant had breached the duties that he owed to the plaintiff. The orthodox position is and remains that nominees, being directors of the company to whose board they have been appointed, owe fiduciary and other duties to the company, and not to the appointor.