Companies Act 1985, s.741 states that director includes any person occupying the position of director by whatever name called’. A director is therefore anyone who ‘directs’ (identified by function rather than title). De jure directors are formally appointed and registered. De facto directors (constructive) are never formally appointed but act openly. Shadow directors do not act openly, they ‘lurk in the dark behind those who do’, being persons ‘in accordance with whose directions and instructions the directors of the company are accustomed to act’ (s.741(2)). Both executive and non-executive (i.e. outsiders) have the same general legal duties. The Higgs Report (2003) on corporate governance has introduced the concept of independent director, i.e. a non-executive director determined by the board as being independent in character and judgement and there are no circumstances (e.g. former employee) which could affect, or appear to affect, the director’s judgement. The Code on Corporate Governance also calls for the appointment of a senior independent director to liaise between the board and major shareholders.