company management

Question 1

how many directors should a plc have?

Answer 1

at least 2

Question 2

how can directors be appointed?

Answer 2

• ordinary res at agm
• casual vacancy appointed by the board
• signing section 9 docs upon registration of a new company

Question 3

what is a shadow director an example of?

Answer 3

a de facto director= director in action but hasnt actually been appointed

Question 4

change of director notice period-to registrar

Answer 4

14 days

Question 5

removal of director

Answer 5

ordinary resolution with special notice -28 days

Question 6

resignation

Answer 6

must be in writing

Question 7

retirement

Answer 7

not stading for relelection at the end of their term

Question 8

termination per articles

Answer 8

failure to comply with articles

Question 9

rights for directors being removed?

Answer 9

-weighted votiing
special notice 
sue for breach of service contract
circulate written statements
address the meeting

Question 10

the court MUST make a disqualification order….

Answer 10

person has been a director of a company which has become insolvent, their conduct of director of that company makes them unfit. bankrupcy order= automatic disqual

Question 11

how can members exercise control over director’s powers?

Answer 11

special resolutions and removing them from ofice

Question 12

general duties of directors?

Answer 12

• act within powers given in the arts
• promote the success of the company
• independent judgement
• -reasonable skill, care and due diligence
• avoid coi’s (this can be overriden by board authorisation)
• do not accept benefits from 3rd partieds i.e bribes
• must disclose of they have interest in a contact this must be dislcosed at the next board meeting (unless wont lead to coi)

Question 13

what may a of a be supplemented by?

Answer 13

shareholders agreement

Question 14

transactions which require members approval?

Answer 14

• service contracts-lasting a min of 2 years or more,
• substantial property transaction
• loans and quasi-loans
• payments for loss of office

Question 15

statutory rights of minority share holdings

Answer 15

TOO BORING TO EVEN COMPREHEND

Question 16

derivative claim

Answer 16

when a director has been negligent or breached duty

Question 17

NOT unfairly predujical?

Answer 17

• failure by parent company to pay the debts of a subsidiary
• non compliace with the stock exchange rukes, city code and cadbury code
• failure to increase pettioners sharheolding

Question 18

when can a just and equitable winding up happen?

Answer 18

• just and equitable to do so
• company formed for an illegal or fraudulent purpose
• complete deadlock in the management of affairs
• shareholders no confidence in comapny management because they deliberately witheld info

Question 19

Who may a general meeting be called by?

Answer 19

directors
5% of members
the court
an auditor who gives notice of his resignation accompanies by a statement of circumstance

Question 20

when MUST a gm be called for public companies?

Answer 20

where net assets fall to half or less of its called up share capital

Question 21

if members request a gm they must have how much of camp share cap behind them?

Answer 21

5%

Question 22

directors must call a gm within x days of reuest and must be held x days after calling

Answer 22

21 and 28

Question 23

notice of gm

Answer 23

14 days or consent to short notice- 90% of anom val of shares

Question 24

special notice?- in order to remove auditor or director

Answer 24

28 days

Question 25

when must public companies hold agms’?how much notice?

Answer 25

1 a year - during 6 months following its accoutning ref date. 21 days

Question 26

what is required to place an item on the agm agenda?

Answer 26

5% or 100 members holding an average of £100 shares each.

Question 27

do ordinary resolutions need to be filed and registrar? vs special resolutions

Answer 27

ord- only for changes to directors and auditors

speci-yes

Question 28

uses of special res

Answer 28

liquidations, changes of articles, change company name

Question 29

votes cast at meeting ord vs special

Answer 29

50% vz 75%

Question 30

when must a written res be passed

Answer 30

within 28 days of its circulation

Question 31

is a written res effective for removal of directors and auditros

Answer 31

nope