company management Flashcards
how many directors should a plc have?
at least 2
how can directors be appointed?
- ordinary res at agm
- casual vacancy appointed by the board
- signing section 9 docs upon registration of a new company
what is a shadow director an example of?
a de facto director= director in action but hasnt actually been appointed
change of director notice period-to registrar
14 days
removal of director
ordinary resolution with special notice -28 days
resignation
must be in writing
retirement
not stading for relelection at the end of their term
termination per articles
failure to comply with articles
rights for directors being removed?
-weighted votiing special notice sue for breach of service contract circulate written statements address the meeting
the court MUST make a disqualification order….
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
how can members exercise control over director’s powers?
special resolutions and removing them from ofice
general duties of directors?
- 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)
what may a of a be supplemented by?
shareholders agreement
transactions which require members approval?
- service contracts-lasting a min of 2 years or more,
- substantial property transaction
- loans and quasi-loans
- payments for loss of office
statutory rights of minority share holdings
TOO BORING TO EVEN COMPREHEND
derivative claim
when a director has been negligent or breached duty
NOT unfairly predujical?
- 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
when can a just and equitable winding up happen?
- 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
Who may a general meeting be called by?
directors
5% of members
the court
an auditor who gives notice of his resignation accompanies by a statement of circumstance
when MUST a gm be called for public companies?
where net assets fall to half or less of its called up share capital
if members request a gm they must have how much of camp share cap behind them?
5%
directors must call a gm within x days of reuest and must be held x days after calling
21 and 28
notice of gm
14 days or consent to short notice- 90% of anom val of shares
special notice?- in order to remove auditor or director
28 days
