Board of Directors
A formal board seat, filled properly.
A director takes a statutory seat on your board. They vote on resolutions, oversee management, sign off the accounts and carry the same duties of care and loyalty under company law as your executive directors.
This is governance, not advice. Where an advisory board member offers a view you are free to ignore, a director shares legal responsibility for what the company decides. That is the point: a properly constituted board is what investors, lenders, regulators and acquirers look for before they commit.
AndAssociates.io runs the whole appointment through one process — capability assessment on the same five dimensions, fiduciary disclosures and conflict checks, D&O insurance position, a statutory-duty acknowledgment, and a letter of appointment generated on the platform.
What a director actually does
A director's job is oversight and stewardship on behalf of the shareholders — not running the business:
- Attends and votes at board meetings; their vote counts towards quorum and binds the board.
- Approves strategy, budgets, major transactions and the annual accounts.
- Holds the executive team to account for performance against plan.
- Chairs or sits on committees — audit, remuneration, risk — where the company has them.
- Ensures the company meets its legal, regulatory and reporting obligations.
Board of Directors vs Advisory Board
| Dimension | Board of Directors | Advisory Board |
|---|---|---|
| Formal board seat | Yes — appointed and filed | No |
| Fiduciary duty | Full — duty of care, loyalty and good faith to the company | None |
| Voting rights | Votes on every board resolution | No vote, no quorum count |
| Accountability | Personally liable for board decisions; signs off accounts | No legal responsibility for company decisions |
| Time commitment | One or two board days a month plus committee and prep time | 4–8 hours a month, informal cadence |
| Compensation | Cash retainer plus equity, with D&O insurance in place | Equity via FAST (cash or hybrid optional) |
| Engagement contract | Letter of appointment, board charter and articles | FAST agreement |
| Removal | By shareholder resolution under company law | By notice under the FAST agreement |
Board of Directors vs fractional executive
| Dimension | Board of Directors | Fractional executive |
|---|---|---|
| What they do | Govern and oversee the company | Run a function day to day |
| Reports to | Shareholders | The CEO |
| Accountability | Statutory duties; oversight of management | KPIs and weekly delivery |
| Cadence | Board and committee meetings | 1–3 days a week embedded |
| Compensation | Retainer plus equity, D&O cover | Monthly retainer |
When you need a director rather than an advisor
Most companies use advisors first and add directors when governance becomes a requirement rather than a nice-to-have:
- An investor, lender or grant funder has made a board seat a condition of the money.
- You are entering a regulated sector where a fit-and-proper board is mandatory.
- The company has grown past the point where the founders can be the whole board.
- You are preparing for an exit, an IPO or serious due diligence and the board must stand up to scrutiny.
- You need independent challenge with real teeth — someone who can vote against a decision, not just disagree with it.
What we check before an appointment
Every director candidate on the platform completes disclosures that an advisory candidate never sees, because the seat carries statutory consequences:
- Existing directorships and the capacity to take another.
- Conflicts of interest — shareholdings, competing boards, supplier and family relationships.
- Disqualification and insolvency history.
- Regulatory, criminal or civil matters relevant to a fit-and-proper assessment.
- Their position on Directors' and Officers' insurance, and a signed acknowledgment of statutory duties.
How directors are matched
Directors are drawn from the same vetted pool and assessed on the same five capability dimensions and the same 1.0–4.0 CAMI index as advisors — a shared assessment, so a person can be considered for both. What differs is the appointment layer: disclosures, insurance, statutory acknowledgment and a letter of appointment rather than a FAST advisory agreement.
Frequently asked questions
Ready to constitute a real board?
Tell us what the seat needs to cover — sector, governance load, committee work — and we will match you to directors who have carried the duty before.
Start a director brief