In the Companies Acts "shadow director", in relation to a company, means a person in accordance with whose directions or instructions the directors of the company are accustomed to act.
A person is not to be regarded as a shadow director by reason only that the directors act —
on advice given by that person in a professional capacity;
in accordance with instructions, a direction, guidance or advice given by that person in the exercise of a function conferred by or under an enactment;
in accordance with guidance or advice given by that person in that person's capacity as a Minister of the Crown (within the meaning of the Ministers of the Crown Act 1975)
A body corporate is not to be regarded as a shadow director of any of its subsidiary companies for the purposes of—
Chapter 2 (general duties of directors),
Chapter 4 (transactions requiring members' approval), or
Chapter 6 (contract with sole member who is also a director),
by reason only that the directors of the subsidiary are accustomed to act in accordance with its directions or instructions.