Chapter 15 Meetings Flashcards
PLC - What are the conditions to be met for the members to require an independent report on a poll taken at a general meeting?
The Directors are required to obtain an independent report if: The receive a request fro 5% of members with a right to vote or not less than 100 member who have the right to vote and who hold on average £100 worth of shares. Request received not later than 1 week after poll]]
What must the Directors do after an independent report on a poll has been requested by the members who meet the criteria?
THe directors must appoint an independent assessor within one week after being required to obtain the report
What disqualifies a person from being an independent assessor?
Officer or employee officer or employee of an associated company A connected person spouse, civil partner mior child or stepchild of the above Any body corporate of which the above is an employee or director The auditor of company CAN be an independent assessor
What must the independent assessors report contain
it should state The procedures were adequate The votes cast were fairly and accurately recorded the validity of the proxy appointments was fairly assessed The notice of the meeting contained the notice of power to appoint proxies. Report must give reasons for his opinion including if he is unable to form an opinion Give his name
What is special notice?
A resolution requiring special notice is not effective unless notice given at least 28 days before the meeting. s168 Removal of a director s515 removal of an auditor The officer has a right to address the meeting and the right to circulation of a statement.
Can an ordinary resolution be amended
It can as long as it remains within the scope of the articles No dividend may exceed the amount recommended by the directors so cant amend to increase it. It does not prevent an amendment to reduce it.
What are standard resolutions for an AGM?
To appoint directors to accept the report and accounts to appoint auditors To declare a dividend
What are special resolution?
The resolution of constitutional change Alter objects clause Alter the Articles Change companys name re-regsiter private to public and vice versa Withdraw or modify pre-emption rights Create reserve capital allow private copany to assist in purchase of its shares to make directors liability unlimited to wind up voluntarily to wind up by the court
What is a written resolution
A resolution of a Private company May not be used to remove a director or auditor May be proposed by members or directors Copy must be sent to every eligible member at the same time Incluse statement of how to signify agreement Must include date by which it must be passed
Can members of a private company require the company to cirlcuate a resolution>
Yes, if its not defamatory, frivolous, vexations or ineffective if passed. Can require statement of up to 1000 words to accompany it.
How long does a written resolution have before it lapses
Articles specify or 28 days beginning with the circulation date.
Board Meetings - What are standard agenda itmes?
Policy Making: Strategic Planning Receiving and considering managerial reports Supervision of committees Routine Business: Approval of transfers Sealing of documents Routine finance Budgets Personnel
ICSA CODE OF GOOD BOARDROOM PRACTICE:
1.Establih written procedures for conduct of business and give to each director. COmplaiance monitered pref with an audit committee. 2.suffiencent info given to perform duties 3. Each Dir should receive same info at same time shouldbe given sufficnet time to consider teh info. 4.Identify matters that require approval by the Board 5. ALl material contracts referred to board for decision 6. Define terms material and not in the ordinary course of business 7.If uncertain regarding materiality of contract bring to the board 9. Co Sec responisble to Chair for proper admin of meetings, should be entitled to be present and prepare minutes 10/ minutes shoudl record decisions and provide background 11. committees - board shoudl give prior approval to the membership and quorum, the tor and extemnt of powers 12. minuts hould be circulated prior to next meeting 1
Advantages of Sensitivity analysis are:
Based on a simple theory - can be calculated on a spreadsheet and is easily understood Identifies areas crucial to the success of the project Those areas carefully monitored Allows management to make subjective judgements based on likelihood Used by range of organisations
Disadvantages of Sensitivity analysis are:
changes one variable at a time unlikely in reality Does not identify other possible scenarios Considers impact of all key areas one at a time amount of info may be overwhelming Not a technique in itself for making a decision it helps managers make decisions
