7.8 Company Decision Making

Question 1

Any director can call a

Answer 1

Board meeting

Question 2

To call a board meeting, the director must give

Answer 2

Reasonable advance notice (no defined days)

Question 3

The minimum number of directors required to be at a meeting is

Answer 3

2
Known as quorum

Question 4

Directors cannot vote in a matter if they have

Answer 4

A personal interest direct or indirect

Question 5

A chairperson can be elected when

Answer 5

There is a deadlock tie in voting
Does not need to be a shareholder
They will have the casting vote to resolve the deadlock

Question 6

Minutes of all board meetings must be kept for

Answer 6

10 years
Failure to do so is an offence

Question 7

Written resolutions provide a

Answer 7

Flexible way to resolve director decisions
Promotes flexibility and the directors do not need to be in one place

Question 8

Unanimity is required for

Answer 8

Written resolutions at board meetings by directors

Question 9

Notice of the meeting must state

Answer 9

The date
Place
Time
And the general nature of the business to be conducted at the meeting

Question 10

Failure to give notice can

Answer 10

Invalidate the meeting

Question 11

Shareholders who hold at least X per cent of voting rights can call a Y

Answer 11

5%
General meeting

Question 12

Upon receipt of notice from shareholders to call a general meeting, directors have X number of days to call a meeting

Answer 12

21 days to call a meeting which must be held no later than 28 days afterwards

Question 13

Special resolution notice must include

Answer 13

The notice must include the full text of the resolution and state that it is a special resolution

Question 14

Shareholders directors and auditors of a private company must be given how many clear days notice of a general meeting

Answer 14

14 clear days notice

Question 15

Board meeting includes

Answer 15

Directors
Chairperson can cast a vote for a deadlock

Question 16

General meeting includes

Answer 16

Shareholders
Chairperson of a general meeting does not generally have a casting vote

Question 17

Copies of all special resolutions must be sent to companies house within

Answer 17

15 days of the decision being made

Question 18

Copies of ordinary resolutions do not need to be sent to the

Answer 18

Registar at companies house

Question 19

The written resolution procedure (shareholders) is not available for

Answer 19

Public companies
The removal of directors and auditors

Question 20

Ordinary resolutions require

Answer 20

50%

Question 21

Special resolutions require

Answer 21

A majority of not less than 75%

Question 22

With special written resolutions shareholders with at least 75% of the voting rights must sign within

Answer 22

28 days

Question 23

Written resolutions of the directors require

Answer 23

Unanimity
Different to shareholders

Question 24

Directors can call a general meeting of the shareholders by a

Answer 24

Majority vote
Alternatively shareholders with at least 5% of the shares with voting rights can ask the directors to hold a meeting and they have 21 days to call the general meeting

Question 25

For private and public companies all general meetings must be held with

Answer 25

14 days notice

Question 26

Annual general meetings require X amount of notice

Answer 26

21 days notice

Question 27

Annual general meetings are held by

Answer 27

Public companies not private

Question 28

The minutes of a meeting do not require

Answer 28

Filing at the register of companies
But they must be made available for
Inspection by members

Question 29

Ordinary resolutions will be filed to the registar of companies when

Answer 29

They authorise directors to allot shares

Question 30

Private company wanting a shareholder meeting how can they shorten the notice required

Answer 30

A majority in number of members owning not less than 90% of the voting shares need to consent to short notice