Company Decision Making Flashcards
When does a matter need to be referred to shareholders for a decision?
1) A matter outside powers
2) A matter within powers but that requires approval
How many votes do directors have?
One vote per director, unless the chair, who can have the deadlock vote
How can a shareholder resolution be made?
1) General Meeting
2) In writing
What percentage is needed for ordinary resolution?
OVER 50%
What percentage is needed for special resolution?
75% OR MORE
What are the different types of votes in a general meeting?
1) A show of hands
2) A poll vote
What is a show of hands vote?
One shareholder = one vote
What is a poll vote?
Shareholder gets one vote per share
What happens if a shareholder cannot attend a general meeting themselves?
They have the right to appoint a proxy to attend on their behalf
Who can demand a poll voting?
1) The chairperson of meeting
2) The directors
3) Two or more persons having right to vote on resolution
4) A person with at least 10% of total voting rights
What type of company can pass shareholders’ resolution by written resolution?
Only private companies
What are the types of written resolution?
1) Written ordinary resolution (simple majority)
2) Written special resolution (not less than 75%)
What type of decisions cannot be passed as written resolution?
1) A removal of a director
2) Removal of an auditor
What happens if someone abstains a vote in a written resolution?
It counts as voting against the resolution
In a written resolution, how are the votes counted?
One share = one vote
Ten shares = ten votes