SGS 2: Shareholders and Directors

Question 1

Calling board meeting

Answer 1

Any director giving reasonable notice - Browne v La Trinidad

Question 2

Board meeting quorum:

Answer 2

MA 11(2): fixed from time to time by a decision of the directors but never less than 2

Question 3

Voting in board meeting

Answer 3

simple majority (MA 7(1) or unanimity (MA 8)

Question 4

Does the chairman always have casting vote?

Answer 4

Yes if using MAs but can be removed

Question 5

How are the votes counted if a director abstains?

Answer 5

They are not counted towards the number of people voting on that issue

Question 6

Quorum for shareholders’ meeting

Answer 6

2 -s318(2) [but one if only one member]

* subject to articles

Question 7

How are decisions made in GM?

Answer 7

On show of hands unless poll demanded under MA 42

Question 8

How does voting work depending on whether it is poll or show of hands?

Answer 8

• Poll: one vote per share

- Show of hands: one vote per shareholder

Question 9

When can a poll be decided

Answer 9

• MA 44(1): poll can be demanded before the meeting, or at the meeting either before or immediately after a show of hands has taken place
• MA44(2) provides that the chairman of the meeting, the directors, two or more shareholders, or any member with not less than 10% of the voting rights of those entitled to vote on the resolution can demand one

Question 10

What are the thresholds to pass resolutions?

Answer 10

• Board: simple majority
• OR: more than 50%
• SR: not less than 75%