Ownership & management company. Flashcards
Explain the following
Director De Facto Director Shadow Director Alternate Director Executive Director Non- ex Director Managing director
Director - appointment by normal resolution
De Facto - director in fact - their actions
Shadow - solicitor or lawyer
Alternate - someone who attends and votes at board meeting on behalf
Exec - performs particular role
Non Exec - not day to day
Managing - charged with managing day to day
What happens to the directors actions if their appointment is found to be invalid or void
When should a change be recorded
Actions still valid
registar 14 days
How can a director be removed
By ordinary resolution
Special notice of the resolution must be given (28 days)
The director has the right to address the meeting or read out at meeting and circulated
Weighted voting rights may mean a director can never be removed
What is a special ordinary notice
Special 28 days
normal 14 days
What if a director is also the following when other members are trying to remove
Has contract of service or is also a member
If has a contract of service they may sue for breach of contract
The director may own more than 50% of shares and therefore can’t be removed by normal resolution
What requirment was removed by the act
The old requirement for companies to specify the their objectives has been removed companies now have unrestricted objectives.
What does S.40 provide for
Favours any person dealing in good faith with a company (contract bound even if the director did not have authority )
Explain to promote the sucess of the business
- Long term decisions
- Employees
- Suppliers & customers
- Community & enviroment
- reputation and business conduct
- Act fairly between memeber s
Explain conflict of interest private and public
A director must avoid any conflict of interest unless authorised
Private company can authorise unless the articles state no authorisation
Public companies the articles need to state it can be authorised .
Disclosure to the board is enough.
What to watch out for with fraudelent and wrongful trading
Fraudelent (not wound up) crimnal law punishable
Wrongful (wound up) Civil so remedy
