公司法outcome3

1.

A director has two types of duty. One is known as a fiduciary duty. This means that the director has a position of trust and must act in the best interests of the company. The other is a duty to act as a professional, to carry out duties with care and skill and not to act negligently.

There are circumstances which stop a person from being a director. Age, a director cannot be older than 70 and must retire from office on reaching this age. Specific rules, the company can place specific requirements on their directors in the articles. Rules can also be made to remove someone from office, e.g. if not attending required board meeting, if certified insane, if declared bankrupt, etc. Required to be a shareholder, although legally a director does not have to hold shares in the company, the company rules themselves may require this. The director must buy the specified amount of shares within two months of taking up office. Illegal conduct, if a UK court has found a Director guilty of an offence, they can issue an order to disqualify them from office. Bankruptcy, it is illegal for someone to become a director if they are an ‘undercharged bankrupt’.

When the company is set up, there will usually be at least two directors. Signed agreements to act as a director must be included in the documents delivered to the registrar of companies. A person may be regarded as a company director if formally appointed to the board and may be: non-executive director, a member of the board of directors but normally taking no part in the day to day running of the company. They are often appointed to provide the company with an objective/experienced voice on the board. Executive director, this term is usually used to describe a person who is a member of the company’s board accompanied with day-to-day responsibilities. They usually have power to act as an agent of the company. 2.

The company secretary’s duties are decided by the company’s board of management. These will normally include: dealing with the necessary paperwork and returns to the registrar of companies at companies house; keeping the memorandum and articles up to date; checking that the company complies with current legislation; the preparation and dispatch of the company’s annual return and reports; communicating with the stock exchange; maintaining the register of members—logging existing shareholders, dealing with share transfers and issuing certificates of ownership; issuing dividends to shareholders; maintaining other company registers—registers of charges, registers of directors and their interests; preparing for various company meeting—scripting agendas, notifying attendees and organizing the relevant papers; taking minutes at the meetings and distributing these afterwards; acting as a witness for the authenticity of company documentation and looking after secure documents; providing legal advice to the board; dealing with requests for information from members of the public, the government or other interested parties.

The difference between public company secretary and private company secretary is no qualifications are necessary to become the company secretary of a private company, but in public company, strict qualifications are necessary to become the company secretary.

3.

A new company has a little more time to begin holding its Annual General Meetings (18 months from incorporation), but thereafter the timing must be once a year. There can be no more than 15 months between successive annual general meetings. This meeting gives members the opportunity to voice their opinion on the running of the company and put these to the Directors

There are no strict legal as to what is included in the meeting. However, the following issues are usually covered: the election and retirement of company directors; declaration of the shareholders’ dividends for that year; consideration of the company year-end accounts. The directors will present the accounts to the shareholders and report on the profits or losses of the company; the shareholders will be able to question the directors on their decisions; at the AGM of a public company, the board of management will report on the pay and benefits afforded to the directors and ask the shareholders to approve this report.

Extraordinary General Meetings include all of the same people as the Annual General Meeting but can be held in addition to the yearly AGM. The Directors will decide if they wish to convene an EGM to discuss certain company decisions with the members, or whether this business can wait until the next AGM. 4.

Ordinary resolution: where 50% or more of the members attending vote in favour of the proposal—a simple majority of the vote. These are the most common resolutions.

Extraordinary resolution: this requires 75% or more of the vote. The votes are those of the members attending and votes cast by proxies.

Notice must be given to shareholders that this type of motion is to be considered at the meeting. If the motion is to be included in an AGM, then 21clear days, notice is required. If the motion is to be included is an EGM, and then 14 days clear, notice is necessary.