Agency is a consensual and fiduciary relationship a principal and an agent.
Directors are agents of the company and have the authority to act on behalf of the company. An independent contractor can be an agent.

Authorities
Actual
Implied
Apparent-the authority of an agent as it appears to others

Duties of principal and agent.
To carry out the wishes of the principal in accordance with the agency agreement.
To exercise reasonable care and skill.
To carry out his duties personally unless there is express or implied authority for him to delegate his duties.
To account for all money and property received on behalf on behalf of the principal and keep proper accounts.
To avoid a conflict of interest.
Not to take bribes or make a secret profit.
To be paid the agreed amount, or if no fee is agreed, a reasonable amount.
To be indemnified for any expenses incurred in performing his duties.
To exercise a lien over the principal's goods and to stop them in transit where payment is outstanding.