Corporate governance and compliance Flashcards
what are the procedural requirements of a board meeting?
1- notice given
2- check quorum
3- declaration of interest (if relevant)
4- voting
5- Post Meeting Matters.
what are the notice requirements for a BM?
- director may call a BM by giving reasonable notice to the other directors
what must the notice contain for a BM?
- proposed date, time and subject matter
- location
- if directors will be in different locations, info on how the BM will be carried out
What is the quorum for a BM?
2 directors unless changed by directors but cannot be less than 2.
explain the declaration of interest for a director
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
how does voting work at a BM?
passed by simple majority
chairperson has casting vote in the event of a tie
Post Board meeting requirements?
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.
What are the procedural requirements of a GM of shareholders in a private limited company?
1- calling of GM
2- notice given
3- Quorum
4- voting
5- post meeting matters
How can a shareholder’s GM be called?
- 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
when should a GM be called?
directors may call a GM 21 days from when members required it.
what are the notice requirements for a GM?
14 clear days (day notice is received and day of GM not counted)
which resolutions require special notice?
removing a director by OR
removing an auditor OR
how is short notice given?
if 90% (or higher but not exceeding 95%) of the members with the right to attend and vote agree to it.
what are the quorum requirements for a GM?
2 shareholders
for single member companies 1 shareholder.
How are ORs passed at GMs?
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