Are you purposely trying to narrow the argument to forms 3,4 and 5? You must have went to the same school of thought that our BOD went to. We are technically complicent lets move on. Do you work for the company?

Directors are in a position of trust and as such they are under a general duty to act in the best interests of the company (in addition to those specifically set out in the Act). These duties are called fiduciary duties.

The courts have determined previously that as the influence exerted by a shadow director was indirect influence, this would not usually be sufficient to impose fiduciary duties upon them. Conversely, a de facto director is, but for his registration, a director and therefore subject to the full ambit of statutory and fiduciary duties and obligations.

The subtle difference of whether or not the individual exerts direct or indirect influence on company business therefore determines the obligations placed on the director.