5Interpretation—meaning of “director”

#### 5 Interpretation—meaning of “director” 5 Interpretation—meaning of “director” > > (1) Subject to subsection (2), for the purposes of this Act, a reference to director, in relation to a body corporate, includes a reference to— > > > > > (a) a person occupying or acting in the position of director of the body, by whatever name called and whether or not validly appointed to occupy, or duly authorised to act in, the position, and > > > > > (b) a person in accordance with whose directions or instructions the directors of the body corporate are accustomed to act, and > > > > > (c) in the case of a body corporate incorporated outside Australia— > > > > > > > (i) a member of the body’s board, and > > > > > > > (ii) a person occupying or acting in the position of member of the body’s board, by whatever name called and whether or not validly appointed to occupy, or duly authorised to act in, the position, and > > > > > > > (iii) a person in accordance with whose directions or instructions the members of the body’s board are accustomed to act. > > > (2) A person is not to be regarded as a person in accordance with whose directions or instructions— > > > > > (a) a body corporate’s directors, or > > > > > (b) the members of the board of a body corporate incorporated outside Australia, > > > > are accustomed to act merely because the directors or members act on advice given by the person in the proper performance of the functions attaching to— > > > > > (c) the person’s professional capacity, or > > > > > (d) the person’s business relationship with the directors, the members of the board or the body.