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Chapter 3 Flashcards

1
Q

What is Director

A

person appointed by members
ménage affairs of Company
it can any one occupying position
by what ever name

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2
Q

Role

A

fiduciary behavior
as agent according to AOA

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3
Q

Eligibility

A

natural person
member
additional criteria by AOA

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4
Q

Exception to be member

A

whole time director
CEO
Nominee director

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5
Q

Penality to bankrupt acting director

A

2 year imprisonment
fine
or both

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6
Q

Ineligilibity of director

A

not member
Cody corporate
minor
unsound mind
No NTN ( Commission grant exemption )
Insolvent by court
Convicted by court
lack fiduciary behavior
under any provision of law

Additional for listed

defaulter by financial institution
he or his spouse is broker or director at brokerage house

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7
Q

First director

A

By subscriber
till first AGM
can be increased by member

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8
Q

Subsequent director

A

by members
at AGM
3 years
not having share capital can reduce

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9
Q

Casual Vacancy of listed Company

A

by director
90 days

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10
Q

Casual Vacancy of unlisted

A

equal to minimum numbers of = not required

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11
Q

tenure of casual vacancy

A

remaining period

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12
Q

Nominee director

A

Govt
body corporate
Till pleasure of nominating body
creditors

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13
Q

1.Fixation of number of directors (election )

A

existing directors
35 days before AGM or EOGM
can be changed in General meeting

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14
Q
  1. Send notice of meeting (election )
A

21 days before meeting
name of retiring directors & number of directors to be appointed

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15
Q
  1. Filing intention to became director (election )
A

14 days before meeting
file notice with company
can withdrawn at anytime

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16
Q

4.List of Candidates to be transmitted (election )

A

send list to members
7 days before AGM
publish notices ( if listed )

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17
Q
  1. If candidates less or equal to number fixed(election )
A

all selected unopposed

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18
Q

6.If candidates greater than number fixed (election )

A

conduct poll
votes ( No of shares * directors to be appointed )
highest vote wala stand elected
can give more than one director

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19
Q
  1. File the consent with registrar (election )
A

15 days of appointment

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20
Q

Full steps to select a director

A

1.Fixation of number of directors (election
2. Send notice of meeting (election )
3. Filing intention to became director (election )
4.List of Candidates to be transmitted (election )
5. If candidates less or equal to number fixed(election )
6.If candidates greater than number fixed (election )
7. File the consent with registrar (election )

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21
Q

Invalid election

A

member with 10% or more voting power
apply to commision
within 30 days of election

22
Q

fresh election

A

member with requiring share holding ( 100/No of directors)
may apply to company that hold fresh election
within 30 days company shall proceed
no reduction in no of directors
listed company shall follow commission

23
Q

procedure of election in not having share capital

A

by member in general meeting
AOA = manner

24
Q

past acts of disqualified director

25
vacation of directors office
ineligible additional grounds absent 3 BOD meetings consecutive without leave accept loan without approval of members ( Not apply of financial institutions office of profit w/o approval of member s ( not applies of CEO & Technical advisor
26
Removal of director ( by members , not by directors )
pass resolution and votes against it not equal or exceed the resolution
27
removal of elected directors
votes against resolution not equal to least number of votes obtained by elected director in last election
27
removal of elected directors
votes against resolution not equal to least number of votes obtained by elected director in last election
28
Removal ofappointed director ( Casual , un opposed)
avg votes ( no of shares * directors appointed at AGM / directors for the time being
29
appointment of nominee director by govt & body corportare
if investment is made deemed director considered for minimum no of director hold office up to pleasure
30
Nominee director by creditor
contractual arrangement not considered
31
Duties
act according to AOA in best interest of company , employee, SH perform with reasonable care disclose interest if any commission may provide framework shall not : obtain undue gain for himself or relative involve in conflict of interest assign office negligence may be ratified
32
Power with approval in general meeting
1 sell of dispose subsidiary of co. 2 sell lease or otherwise dispose of undertaking of sizeable part ( Unless company's business) 3 remit or give extension for repayment ( specified person ) Approval lapse in one yr
33
Powers without approval
1.issue share ,debe, or borrow money 2. Make loan 3. make investment 4. approve F/s (all) 5. declare interim dividend 6. Bonus for employees 7. Capital expenditure ( exceeding amount notified )( 8. undertake lease obligation ( exceeding amount as notified) 9.authorise director tin a transaction 10. to write-off material debts , inventories and advances 11. to settle material litigations 12. takeover acquiring controlling interest in company 13. appoint or remove CEO 14. fill casual vacancy of director can't sell undertaking which result closure of business
34
BOD meeting frequency
each quarter ( for public Co.)
35
quorum
Listed ( 1/3 or 4 wichever higher ) + video conf: + Casual vacancy ( remaining is quorum Unlisted = AOA
36
Validity of resolution through discussion
. approved by majority of directors . Valid & effective as if passed in meeting
37
rules of resolution through discussion
1allowed provided: .circulated to all director . along with naccessary papers . signed in writing 2. no revocation 3. noted in next meeting minutes
37
record of resolution through discussion
1at register office ( every co.) 2. signed by chairman 3.copy of minutes send to every director within 14 days of meeting 4.physically - 10yr electronically - permanent
38
non executive director
1.not from executive management 2. does not give whole time 3. Not beneficial owner of co. or associated 4. receive no remuneration except meeting fee 5. give outside viewpoint
39
Non executive liable for omission
no unless: 1. was done with his consent 2. did not act diligently
40
Loan to director(spouse & minor or holding )
approval by resolution approval of commision( Listed ) no restriction for n=financial institutions
41
Political contribution / Gift to members
not allowed
42
Assignment of office
not allowed however alternate director is possible if : 1. absent from Pakistan for 90 or more days 2. approved by board 3. till he returns to Pakistan
43
remunerations
for meeting : not exceed scale approvd by co. directors according tom AOA for other/extra : determined by directors or co. according to AOA
44
Director + relative cash transaction
through banking
45
Director + relative non cash transaction
approved by members in GM notice of resolution shall mention mention particulars including valuation restriction also applies director of holding co.
46
Independent director
no relation with co. management & related party
47
Eligibility criteria of independent director
1. graduate/ professional with 5 yr experience in relevant field 2. 15 yr experience + reasonable time , training program )
48
in-Eligibility criteria of independent director
1. CEO of co. or associated ( last 3 yr) 2. Employee of co. or subsidiary ( last 3 yr ) 3.a person had material business relationship with co. ( last 3 yr) 4. Nominee director 5. person had cross-director relationship or significant relationship 6. director served board for 3 consecutive terms 7.close relative of co. promoter, director , major share holder Public sector com.= not a govt employee & body corporate controlled by govt
49
responsibility of institute maintain data bank
1. maintain data base of eligible and willing persons 2. determine terms & conditions for inclusion name in data bank
50
responsibility of individual ( ind director )
1. for accuracy o& updating of information 2. to ensure compliance with criteria & other requirements

company law (2 decks)

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