Director work Flashcards
(8 cards)
Board of directors
A director is an appointed or elected member of the board of directors of a company who, with other directors, has the responsibility for determining and implementing the company’s policy.
Whitehouse v Carlton Property Ltd 1987
In Whitehouse v Carlton Property Ltd. (1987), directors are people `who exercise control over the company other than by virtue of their shareholding or employment.’
Appointed by shareholders
Usually appointed by the shareholders by a simple majority vote and can be removed by the shareholders by a simple majority vote at any time, even if the Articles state otherwise.
Provision for payment
Provision for payment is usually made in the Articles – the model articles provide for the board of directors to decide their own pay. Generally in law if someone provides a service for someone else and the payment has not been agreed, then the court will award a ‘quantum meruit’: the amount merited.
S250 CA 2006
S250 Companies Act 2006 says that the term director “includes any person occupying the position of director, by whatever name called”
Hutton v West Cork Railway 1883, Guinness PLC v Saunders 1990
Directors don’t have a right to be paid ‘other than as provided for by its constitution or approved by the company’s members’. See Hutton v West Cork Railway 1883, In Guinness PLC v Saunders [1990], The House of Lords held that the power to pay remuneration under the articles of the company should be strictly followed.
Arrangement for payment
If there is an arrangement for payment, such as payment of directors in the articles, then the court will not interfere.
No right of payment - Hutton v West Cork Railway 1883
No right of payment for directors, if provision in articles for pay then will be done accordingly – Hutton v W Cork Rly, if no provision but intention then court can award payment.
