COMPANY GOVERNANCE

Question 1

How do Directors make decisions?

Answer 1

• Board Meetings
• Pass board resolutions
• Passed by Simple majority
• Each Director present at the meeting has a single vote
• Chairperson might have a casting vote if equal number of directors (but may decide to remove this from their Articles)
• Quorum for board meeting usually 2 directors

Question 2

How to Shareholders make decisions?

Answer 2

• Vote at General Meetings
• Quorum is 2 shareholders, unless there is only 1 shareholder so quorum is 1
• Pass most resolutions in Writing (not to remove a director or auditor)
• Ordinary resolutions: passed by simple majority (over 50% of present and voting)
• Special resolutions: passed by 75% or more of present and voting.
• Vote on a show of hands - each shareholder holds 1 vote
• Poll votes - 1 vote per share held

Question 3

Call a General Meeting?

Answer 3

• Directors call a general meeting

Question 4

Special Resolutions

Answer 4

• Vote to change articles
• Vote to change name

Question 5

Ordinary Resolutions

Answer 5

• Less constitutional significance
• Used to approve a service contract of over two years of service
• Removal of a director requires an ordinary resolution only - an important protection for the shareholders.