Lecture 8 Flashcards
(7 cards)
How much directors do public companies need to have?
- 2 directors
What is executive directors?
What is non executive directors?
Executive directors = manage the company
Non executive directors= do not work and attend board meetings.
What is shadow director?
What is alternate director?
Shadow = advisor to the board
Alternate = acting as director when the director isn’t available to attend the meeting.
Section
What is s171?
What is s172?
What is s173?
What is s174?
What is s175?
What is s176?
- S171= to act within powers
- S172 = to promote success for company
- S173 =to do independent judgment
- S174 =to have resonable skills
- S175=to avoid conflict
- S176 =do not accept benefits
What happens when directors break code of conduct? (3)
- Make up any losses
- Any profits made by director can be claimed by company
- Any contracts entered by director company can get out of them.
What is doctrine and veil of incorporation?
- Company is separate legal entity
- Separate from it shareholders,directors and managers
NEW LEARNING :
1. How old must a director be?
2. What is dur Jure direcor?
3. De facto director?
4. What is case IDC VS COOLEY?
5. What is s177?
6. What is AGM ( ANNUAL GENERAL MEETING) ?
7. What is GM ( general meeting)
8. What if you want to remove a director what is the notice?
- Director must be at least 16 years old
- He is legally appointed
3.acts like a director not legally appointed - Cooley ( director ) took a contract for himself that should have gone to the company he breached s175 - conflict of interest. Must put compnay interest before their own
- Must declare interest ( tell the compnay if you benefit )
- AGM = compulsory for public companies must happen within 6 month
- GM = happens when special decisions / big decisions
- 28 days before the meeting .
