Company Law - Officers & Meetings Flashcards
What are the roles of a company secretary?
- performs an advent role
- deals with official correspondence on behalf of the company
- maintains the company registers
- makes sure all admin obligations imposed under CA 2006 are met
Who must have a company secretary?
every public company
private companies don’t need to have one, although they can
What qualifications must the company auditor have?
a member of a recognised supervisory body (ICAS or ACCA) and eligible under their rules or qualified by a similar overseas body
What must an auditor not be?
an officer or employee of the company or the partner of an officer or employee of the company
How is an auditor appointed?
by ordinary resolution by votes of the shareholders
What is the auditors duty?
they have a statutory duty to report to the members on whether the accounts give a true and fair view and have been properly prepared in accordance with the CA 2006 and relevant financial reporting framework
What powers does an auditor have?
- receive notice of, attend and speak at general meetings
- have access to the company’s books at all times
- require information ad explanations from the company that they think fits for the performance of his duties
What are the 3 types of meetings?
Annual General Meetings - annual meeting with shareholders, directors give annual reports of performance/strategies
General Meetings - called by directors, can happen whenever and can be requisitioned by a certain number of members
Class Meetings - meeting of shareholders of a particular class, usually to vote
Who can call a meeting?
Directors - articles delegate powers
Members - can call a GM if they hold 5% of paid-up share capital
Resigning Auditor - to explain reasons for resignation
Court - application of director
What are the two types of resolutions?
ordinary resolution - 50%
special resolution - 75%
What is a quorum?
minimum number of members that need to be present at a meeting in order to validate business
