Corporate governance and compliance Flashcards

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1
Q

what are the procedural requirements of a board meeting?

A

1- notice given
2- check quorum
3- declaration of interest (if relevant)
4- voting
5- Post Meeting Matters.

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2
Q

what are the notice requirements for a BM?

A
  • director may call a BM by giving reasonable notice to the other directors
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3
Q

what must the notice contain for a BM?

A
  • proposed date, time and subject matter
  • location
  • if directors will be in different locations, info on how the BM will be carried out
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4
Q

What is the quorum for a BM?

A

2 directors unless changed by directors but cannot be less than 2.

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5
Q

explain the declaration of interest for a director

A

if director has and interest in an actual/proposed arrangement with the company:

they cannot count in quorum and voting unless:

-OR by shareholders approve this

-it cannot be reasonable be regarded as giving rise to a conflict of interest

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6
Q

how does voting work at a BM?

A

passed by simple majority

chairperson has casting vote in the event of a tie

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7
Q

Post Board meeting requirements?

A

directors ensure written records of every unanimous/majority decision are kept for 10 years.

AND

after a GM the board must meet to authorise actions approved by shareholders.

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8
Q

What are the procedural requirements of a GM of shareholders in a private limited company?

A

1- calling of GM
2- notice given
3- Quorum
4- voting
5- post meeting matters

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9
Q

How can a shareholder’s GM be called?

A
  • directors call a GM of the company

OR

  • members representing 5% of paid up share capital carrying the right to vote may require directors to call a GM
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10
Q

when should a GM be called?

A

directors may call a GM 21 days from when members required it.

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11
Q

what are the notice requirements for a GM?

A

14 clear days (day notice is received and day of GM not counted)

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12
Q

which resolutions require special notice?

A

removing a director by OR

removing an auditor OR

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13
Q

how is short notice given?

A

if 90% (or higher but not exceeding 95%) of the members with the right to attend and vote agree to it.

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14
Q

what are the quorum requirements for a GM?

A

2 shareholders

for single member companies 1 shareholder.

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15
Q

How are ORs passed at GMs?

A

by simple majority

AND

by show of hands - with over 50% of votes cast

by poll - with over 50% of total voting rights of eligible members

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16
Q

How is a special resolution passed at a GM?

A

majority of 75% or more

show of hands: 75% or more of votes cast.

poll vote: 75% or more of total voting rights of members entitled to vote

17
Q

restriction on written resolutions for private limited companies?

A

cannot be used to dismiss auditor or director.

18
Q

Written resolution procedure?

A

written ordinary resolution - simple majority of total voting rights of eligible members

written special resolution -

-must state it is a special resolution, and

passed my majority of 75% or more of total voting rights of eligible members.

19
Q

General filing requirements post GM?

A

company must keep record of all resolutions and mins of GMs for at least 10 years.

20
Q

What is the process for a Written resolution?

A
  1. Step 1: BM to Approve WR
    • Board approves using WR and agrees to circulate it.
    1. Step 2: Circulate WR
      • Sent to shareholders with instructions and a deadline (28 days).
    2. Two Voting Scenarios:
      • Option 1: Shareholders present → BM adjourned, vote immediately.
      • Option 2: Shareholders absent → WR circulated, wait for approval.
    3. Step 3: Follow-Up BM
      • Review votes, authorize actions, and complete PMMs.

Key: WR lapses after 28 days without required approval.