Company decision making Flashcards
Who is the standard-day-to-day running of a business conducted by?
The directors. Unless the power to take particular decision has been delegated by the board to a particular director or committee of directors.
When will a matter need to be referred to the company’s shareholders?
- a matter outside of the powers of the directors which must be effected by a resolution of the shareholders e.g. amending the articles.
- a matter within the powers of the directors but requires the approval of shareholders before the directors can be authorised to act e.g. making a loan to a director.
How are decisions of the directors taken?
By board resolution at a board meeting.
How many votes does a director have in board resolutions?
One each
How are board resolutions normally passed?
By simple majority unless the directors have agreed a decision requires unanimity
How are decisions of the shareholders taken?
By passing shareholder resolutions at general meetings or in writing (for private company only)
What are the two types of shareholder resolutions?
A ordinary resolution or a special resolution.
What is an ordinary resolution?
Passed by a simple majority of over 50%
What are special resolutions?
Passed by a majority of 75% or over.
What are the two ways shareholders can vote at a GM?
On a show of hands or poll vote.
What does it mean that a shareholder can appoint a proxy?
A proxy can exercise all or any of their rights to attend, speak and vote at any GM.
How many votes does each shareholder have on a show of hands?
1 each regardless of how many shares they hold (provided the share has voting rights under the Articles)
How many votes does a shareholder have on a poll vote?
One vote in respect of each share.
Where can the conditions for demanding a poll be found?
CA 2006 but they can be relaxed by provisions in the Articles.
