Appointing and Removing Directors Flashcards
Three types of director
de jure, de facto, shadow
minimum number of directors and secretaries for private companies
1 and 0
minimum number of directors and secretaries for public companies
2 and 1
How many directors must be a natural person
1
Definition of shadow director
Someone who doesn’t hold themselves out as director but the company is accustomed to following instructions form
Requirement to be a secretary
requisite knowledge and experience + specified qualification
Who is responsible for ensuring the secretary fits the bill
Directors
Two ways to appoint a director
Ordinary Resolution / Board Resolution
Who approves short-term service contracts and decides the terms
BM
Accessibility of directors register
Kept at registered office; open to any member; open to public for a fee
Director information on company register
Name, Service Address, Residential Country, Nationality, Business Occupation, Birthdate
Director financial information in annual account
Salaries, bonuses, pension, compensation for loss of office
4 Ways to Remove a Director
Shareholders, Resignation, Automatic Termination, Rotation (public only)
3 Grounds for Automatic Termination
Disqualification, Bankruptcy/IVA; Medical Incapacity