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There is silent (or sleeping) director and there is shadow director.
I'll give an example for each.
Silent directors do not participate in the business much, and usually do not know a whole lot about what's going on. When other directors are negligent or breach their fiduciary duties, silent directors claim that because they were not concerned with the nature of the business and because they did not know what the other directors were doing, they should not be liable. Once upon a time, this may have worked. However, all directors, now, executive and non-executive (they have no employment contract) are expected to be continually informed (AWA v Daniels) participate in the company's affairs, acquire the appropriate information to make decisions and be aware of any major dilemmas : CBA v Friedrich. As such, silent directors are expected to know what's going, and will be liable for ignorance if there is a breach in fidiciary duties or neglgience.
On the other hand, shadow directors are what parent companies (or other controlling companies) are reffered to when they control the board of directors of the subsidiary, either through financial or other influences: standard chartered bank v antico. In this case, the instructions provided by the parent to the subsidiary were followed without independent consideration and also, when conflifcint matters arose, the Board of the subsidiary voted in favour of the parent (holding company). As such, when a company is a shadow director, it will owe all the normal fidicary and statutory duties owed by normal directors, and will be liable if it breaches any of them!
What else can I help you with?
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Can a company appoint managing director and manager simultaneously?
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