4): The Management of a Business and Company Decision Making to Ensure Compliance with Statutory and other Legal Requirements Flashcards
(22 cards)
[Board Meetings – Notice Requirements] What must a director do to call a board meeting?
3 steps, 3rd step longer
📞 Any director can call a meeting
⏰ Must give reasonable notice (no set form; doesn’t have to be in writing)
📋 Notice must include:
📅 Date, time & subject of the meeting
📍 Location
💬 How directors will communicate if not in the same place
[Board Meetings – Notice Requirements] When can notice be waived by a director?
A director who waives their entitlement to notice need not be given notice.
This waiver can be express or implied by conduct (e.g. attendance).
[Board Meetings – Quorum] What is the minimum number of directors required for a quorum?
Two directors unless changed by agreement.
Cannot be reduced below two.
If quorum is not present, directors can only:
Appoint further directors.
Call a General Meeting of shareholders.
[Board Meetings – Conflict of Interest] When must a director not be counted in quorum or vote?
When the director has an actual or proposed arrangement with the company.
Cannot vote or count in quorum unless:
An ordinary resolution disapplies the restriction in the Articles.
The director is not reasonably regarded as likely to give rise to a conflict.
[Board Meetings – Conflict of Interest] What are examples of conflict of interest situations for directors?
Guarantee for an obligation of the company or subsidiaries.
Subscription or underwriting of company shares.
Benefits available to present/former employees/directors not generally available.
[Board Meetings – Voting] How are board resolutions passed and what is the Chairperson’s role?
Each director has one vote.
Resolutions passed by simple majority.
If votes are equal, Chairperson has a casting vote (only if not excluded from quorum/vote).
[Board Meetings – Ratification of Directors’ Acts] When can the company ratify a director’s breach or negligence?
The company may ratify by passing an ordinary resolution.
The interested director (or connected member) cannot vote on the resolution.
Director may still be counted toward quorum at the meeting.
[Board Meetings – Post-Meeting Records] What records must be maintained after board meetings?
A written record of every majority or unanimous decision by the board.
Must be kept for at least 10 years at the company’s registered office.
[General Meetings] When can a general meeting of shareholders be called?
By directors at any time.
By members holding at least 5% of paid-up voting share capital – directors must call a meeting within 21 days of receiving the request.
[General Meetings] What is the standard notice period for a general meeting?
At least 14 clear days’
[General Meetings] When is ‘special notice’ required under s.312 CA 2006?
To remove a director or auditor by ordinary resolution.
[General Meetings] What are the rules for special notice?
28 days’ notice of intention is required.
Resolution must be passed at a general meeting (not by written resolution).
The person being removed has a right to make representations.
[General Meetings] When can shorter notice be used for a general meeting?
If 90% or more (or up to 95% if specified in Articles) of members agree to shorter notice.
[General Meetings] What’s the difference between show of hands and poll vote?
Show of hands: One vote per shareholder.
Poll: One vote per share held.
[Written Resolutions] What is the effect of a written resolution?
Has the same effect as a resolution passed at a general meeting.
[Written Resolutions] What are the time limits and restrictions?
Lapse if not passed within 28 days.
Cannot be used to remove a director or auditor.
[Meetings] What filing obligations apply after a general meeting?
Must keep records of all resolutions and minutes for at least 10 years.
[Companies House Forms] What is the purpose of Form AP01?
Appoint a director.
[Companies House Forms] What is the purpose of Form MR01?
Register a charge.
[Companies House Forms] What is the purpose of Form TM01?
Terminate appointment of a director.
[Companies House Forms] What is the purpose of Form NM01?
Change company name.
[Companies House Forms] What is the purpose of Form IN01?
Register a private company.
