BL - Company - Voting

Question 2

How are decisions made?

Answer 2

Via board resolutions

Question 3

How many votes does each director have at a board meeting?

Answer 3

1

Question 4

How are board resolutions passed?

Answer 4

Simple majority unless the directors have agreed that a particular decision requires unanimity

Question 5

Do board meetings have to be held to pass a board resolution?

Answer 5

No, if the directors are in unanimity there is no requirement for board meetings.

Question 6

What percentage of votes are required to pass an Ordinary Shareholder Resolution?

Answer 6

OVER 50%

Question 7

What percentage of votes are required to pass a Special Shareholder Resolution?

Answer 7

75% or more

Question 8

How are shareholder votes taken at an AGM?

Answer 8

vote on a show of hands or on a poll

Question 9

How many votes does each member get on a show of hands?

Answer 9

each shareholder who is present at the meeting will be entitled to one vote, regardless of the number of shares held by that shareholder (provided the share has voting rights under the Articles)

Question 10

How many votes does each member get on a poll?

Answer 10

every shareholder has one vote in respect of each share held by them

Question 11

At what time can a poll be demanded?

Answer 11

• in advance of the GM where the vote will take place or
• at a GM either before a show of hands on that resolution or
• immediately after the result of that vote.

Question 12

Who can demand a poll vote?

Answer 12

• The chairperson of the meeting;
• The directors;
• Two or more persons having the right to vote on the resolution;
• A person or persons representing at least 10% of the total voting rights of all the shareholders entitled to vote on the resolution

Question 13

What sort of company can pass a shareholders’ resolution by way of a written resolution?

Answer 13

only private companies

Question 14

What are the voting rights on a written resolution?

Answer 14

every member has one vote in respect of each share held by them when voting on a written resolution

Question 15

What are the two types of written resolutions?

Answer 15

1) written ordinary resolution - simple majority of the total voting rights of eligible members

2) written special resolution:

• must state it is a special resolution, and
• passed by a majority of members representing 75% or more of the total voting rights of eligible members.

Question 16

What decisions cannot be passed by written resolutions

Answer 16

• removal of a director
• removal of an auditor