Corporate Governance Flashcards
How can a director be appointed?
Governed by the articles. MA provide that a director can be appointed by OR of shareholders or a decision of the directors.
How may a director be removed?
By OR of the shareholders.
Can directors vote in shareholder resolutions to remove them from office?
Yes - if they are shareholders, they can vote in that capacity.
What notice is required for a resolution to remove a director?
28 days notice.
What must a company do if it receives notice of a proposed removal resolution?
It must send the director concerned a copy, even if it decides not to put it on the GM.
What is a Bushell and Faith clause?
It is a provision in the articles which give a director who is also a shareholder weighted voting rights at a GM where a resolution to remove them is proposed.
What resolution is needed to approve compensation paid to a director removed from office?
An OR is needed unless the payments do not exceed £200 in total or is made in good faith (e.g. settling a connected claim).
A memorandum setting out particulars of such payment must be available to SH for 15 Days before OR.
How can a director resign?
They must tender a letter or resignation and the board will pass a BR to accept it.
