ch 3 part 2

Question 1

power of directors and the powers to be excercise by board meetings

Answer 1

73

Question 2

which powers shall not be excercise by the board except with the consent of the general meeting

Answer 2

73

Question 3

What are the restrictions placed on a listed company when it comes to selling or disposing of their undertaking

Answer 3

A listed company is not entitled to sell or otherwise dispose of the undertaking, which results in or may lead to
closure of business operation or winding up of the company, without there being a viable alternate business plan
duly authenticated by the board.

Question 4

what is the duties of directors

Answer 4

The Companies Act mentions following duties of directors:
* a director of a company shall act in accordance with the articles of the company.
* a director of a company shall act in good faith in order to promote the objects of the company for the
benefit of its members as a whole, and in the best interests of the company, its employees, the
shareholders, the community and for the protection of environment.
* a director of a company shall discharge his duties with due and reasonable care, skill and diligence and
shall exercise independent judgment.
* a director of a company shall not involve in a situation in which he may have a direct or indirect interest
that conflicts, or possibly may conflict, with the interest of the company.
* a director of a company shall not achieve or attempt to achieve any undue gain or advantage either to
himself or to his relatives, partners, or associates and if such director is found guilty of making any undue
gain, he shall be liable to pay an amount equal to that gain to the company.
* a director of a company shall not assign his office and any assignment so made shall be void.
* In addition to above, the Commission may provide for the extent of duties and the role of directors as
may be specified.

Question 5

what is Non-executive director

Answer 5

• is not from among the executive management team and may or may not be independent;
• is expected to lend an outside viewpoint to the board of a company;
• does not undertake to devote his whole working time to the company and is not involved in managing
  the affairs of the company;
• is not a beneficial owner of the company or any of its associated companies or undertakings;
• does not draw any remuneration from the company except the meeting fee.

Question 6

define independent director and what is the criteria of independent director