Ch 18- Company Officers Flashcards
Difference between Executive and non- executive directors.
- Executive directors: a member of the company’s board and involve themselves in management of the business.
- Non-executive Directors: part time board members, with no management responsibility and they only attend board meetings. {fiduciary duties}
Role of a managing director.
Managing director (MD): a company may have one or more directors with expressed authority to enter into any contracts on behalf of the company.
Difference between shadow directors and de facto directors.
Shadow directors: They instruct the board of directors.
De-facto directors: They hold themselves out as directors.
How is an alternate director different from a de-jure director ?
Alternate director: a person who acts in the place of directors.
De-jure directors: they are expressly appointed by the company.
What is the minimum age to be appointed as director?
16 years of age as introduced by CA 2006.
What are the different ways by which a director can be removed ?
(A) Removal: by ordinary resolution, with special notice of 28 days.
(B) resignation: in written format.
(C) retirement: not standing for re-election at the end of term.
(D) termination per the ‘articles of association’ : failure to comply with the terms of AOA.
(E) disqualification: as per the terms of company directors disqualification act 1986. (CDDA 86)
Period of disqualification orders :
It could last from 2 - 15 years.
What are the repercussions of breaching a disqualification order ?
It is a criminal offence and carries a Maximum sentence of 2 years imprisonment and / or fine.
Criterias to be recognized as a small company :
- Annual turnover must be £10.2 million or less.
- Balance sheet total must be £5.1 million or less.
- The average number of employees must be 50 or less.
