Under company law (Cap. 113), companies of all sizes have separate legal personality. As artificial persons, companies can only act through human agents. The main agent who deals with the company's management and business is the board of directors.
The board of directors is normally elected by the members, and the other officers are normally appointed by the board. Shareholders control the company through a board of directors which, in turn, typically delegates control of the company's day to day operations to a full-time executive. These agents enter into contracts on behalf of the company with third parties.
The separate legal personality was confirmed under English law until 1895 by the House of Lords in Salomon v. Salomon & Co (UK). Separate legal personality often has unintended consequences, particularly in relation to smaller, family companies. In B v. B  Fam 181 it was held that a discovery order obtained by a wife against her husband was not effective against the husband's company as it was not named in the order and was separate and distinct from him.
In Macaura v. Northern Assurance Co Ltd a claim under an insurance policy failed where the insured had transferred timber from his name into the name of a company wholly owned by him, and it was subsequently destroyed in a fire; as the property now belonged to the company and not to him, he no longer had an "insurable interest" in it and his claim failed.
The most important rules for corporate governance are those concerning the balance of power between the board of directors and the members of the company. Authority is given or "delegated" to the board to manage the company for the success of the investors. Certain specific decision rights are often reserved for shareholders, where their interests could be fundamentally affected. There are necessarily rules on when directors can be removed from office and replaced. To do that, meetings need to be called to vote on the issues.
Directors have a duty to exercise reasonable skill care and diligence - This right enables the company to seek compensation from its director if it can be proved that he hasn't shown reasonable skill or care which in turn has caused the company to incur a loss.
Directors also owe strict duties not to permit any conflict of interest or conflict with their duty to act in the best interests of the company.
In relation to the exercise of their rights, minority shareholders usually have to accept that, because of the limits of their voting rights, they cannot direct the overall control of the company and must accept the will of the majority (often expressed as majority rule). However, majority rule can be iniquitous, particularly where there is one controlling shareholder. Accordingly, a number of exceptions have developed in law in relation to the general principle of majority rule.
Where the majority shareholder(s) are exercising their votes to perpetrate a fraud on the minority, the courts may permit the minority to sue members always retain the right to sue if the majority acts to invade their personal rights, e.g. where the company's affairs are not conducted in accordance with the company's constitution.