Corporate governance and compliance

Question 1

what are the procedural requirements of a board meeting?

Answer 1

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

Question 2

what are the notice requirements for a BM?

Answer 2

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

Question 3

what must the notice contain for a BM?

Answer 3

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

Question 4

What is the quorum for a BM?

Answer 4

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

Question 5

explain the declaration of interest for a director

Answer 5

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

Question 6

how does voting work at a BM?

Answer 6

passed by simple majority

chairperson has casting vote in the event of a tie

Question 7

Post Board meeting requirements?

Answer 7

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.

Question 8

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

Answer 8

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

Question 9

How can a shareholder’s GM be called?

Answer 9

• 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

Question 10

when should a GM be called?

Answer 10

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

Question 11

what are the notice requirements for a GM?

Answer 11

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

Question 12

which resolutions require special notice?

Answer 12

removing a director by OR

removing an auditor OR

Question 13

how is short notice given?

Answer 13

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

Question 14

what are the quorum requirements for a GM?

Answer 14

2 shareholders

for single member companies 1 shareholder.

Question 15

How are ORs passed at GMs?

Answer 15

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

Question 16

How is a special resolution passed at a GM?

Answer 16

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

Question 17

restriction on written resolutions for private limited companies?

Answer 17

cannot be used to dismiss auditor or director.

Question 18

Written resolution procedure?

Answer 18

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.

Question 19

General filing requirements post GM?

Answer 19

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

Question 20

What is the process for a Written resolution?

Answer 20

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

Key: WR lapses after 28 days without required approval.