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Introduction to this document

Delegation of directorial powers

There are different ways in which the powers and functions of the board or an individual director can be delegated. Use our checklist to make sure the delegation is valid.

Delegation of board’s powers

It is common for a company’s board to delegate particular powers and functions either to a committee or to an individual director. The delegation must be authorised by the articles and made in good faith. Our summary looks at what needs to be considered. If you are setting up a committee, see our Board Resolution to Establish a Committee for how to do this.

If permitted by the articles, a delegation could be made to a non-director, for example a senior employee who is given responsibility for particular types of contract, or a particular geographical area.

Delegation of individual director’s powers

Sometimes, an individual director may need to delegate their powers to someone else, but this should only be necessary for long-term planned absences, e.g. a sabbatical.