|
| |
| |
(2) | The register must state the usual residential address of each of the company’s |
| |
| |
(3) | If a director’s service address (as stated in the company’s register of directors) |
| |
is his usual residential address, the register of directors’ residential addresses |
| |
need only contain an entry to that effect. |
| 5 |
(4) | If default is made in complying with this section, an offence is committed by— |
| |
| |
(b) | every officer of the company who is in default. |
| |
(5) | A person guilty of an offence under this section is liable on summary |
| |
conviction to a fine not exceeding level 5 on the standard scale and, for |
| 10 |
continued contravention, a daily default fine not exceeding one-tenth of level |
| |
| |
(6) | This section applies only to directors who are individuals, not where the |
| |
director is a body corporate or a firm that is a legal person under the law by |
| |
| 15 |
151 | Particulars of directors to be registered: power to make regulations |
| |
(1) | The Secretary of State may make provision by regulations amending— |
| |
section 148 (particulars of directors to be registered: individuals), |
| |
section 149 (particulars of directors to be registered: corporate directors |
| |
| 20 |
section 150 (register of directors’ residential addresses), |
| |
| so as to add to or remove items from the particulars required to be contained |
| |
in a company’s register of directors or register of directors’ residential |
| |
| |
(2) | Regulations under this section are subject to affirmative resolution procedure. |
| 25 |
152 | Duty to notify registrar of changes |
| |
(1) | A company must, within the period of 14 days from the occurrence of— |
| |
(a) | any change in its directors, or |
| |
(b) | any change in the particulars contained in its register of directors or its |
| |
register of directors’ residential addresses, |
| 30 |
| give notice to the registrar of the change and of the date on which it occurred. |
| |
(2) | Notice of a person having become a director of the company must— |
| |
(a) | contain a statement of the particulars of the new director that are |
| |
required to be included in the company’s register of directors and its |
| |
register of directors’ residential addresses, and |
| 35 |
(b) | be accompanied by a consent, by that person, to act in that capacity. |
| |
(3) | Notice of a change of a director’s service address must be accompanied by |
| |
confirmation of the director’s usual residential address or, as the case may be, |
| |
that the service address is his usual residential address. |
| |
(4) | If default is made in complying with this section, an offence is committed by— |
| 40 |
| |
(b) | every officer of the company who is in default. |
| |
| For this purpose a shadow director is treated as an officer of the company. |
| |
| |
| |
|
| |
| |
(5) | A person guilty of an offence under this section is liable on summary |
| |
conviction to a fine not exceeding level 5 on the standard scale and, for |
| |
continued contravention, a daily default fine not exceeding one-tenth of level |
| |
| |
153 | Application of provisions to shadow directors |
| 5 |
A shadow director is treated as a director for the purposes of— |
| |
sections 147 to 149 (register of directors), and |
| |
section 150 (register of directors’ residential addresses), |
| |
but not for the purposes of section 152 (duty to notify registrar). |
| |
| 10 |
154 | Resolution to remove director |
| |
(1) | A company may by ordinary resolution at a meeting remove a director before |
| |
the expiration of his period of office, notwithstanding anything in any |
| |
agreement between it and him. |
| |
(2) | Special notice is required of a resolution to remove a director under this section |
| 15 |
or to appoint somebody instead of a director so removed at the meeting at |
| |
| |
(3) | A vacancy created by the removal of a director under this section, if not filled |
| |
at the meeting at which he is removed, may be filled as a casual vacancy. |
| |
(4) | A person appointed director in place of a person removed under this section is |
| 20 |
treated, for the purpose of determining the time at which he or any other |
| |
director is to retire, as if he had become director on the day on which the person |
| |
in whose place he is appointed was last appointed a director. |
| |
(5) | This section is not to be taken— |
| |
(a) | as depriving a person removed under it of compensation or damages |
| 25 |
payable to him in respect of the termination of his appointment as |
| |
director or of any appointment terminating with that as director, or |
| |
(b) | as derogating from any power to remove a director that may exist apart |
| |
| |
155 | Director’s right to protest removal |
| 30 |
(1) | On receipt of notice of an intended resolution to remove a director under |
| |
section 154, the company must forthwith send a copy of the notice to the |
| |
| |
(2) | The director (whether or not a member of the company) is entitled to be heard |
| |
on the resolution at the meeting. |
| 35 |
(3) | Where notice is given of an intended resolution to remove a director under that |
| |
section, and the director concerned makes with respect to it representations in |
| |
writing to the company (not exceeding a reasonable length) and requests their |
| |
notification to members of the company, the company shall, unless the |
| |
representations are received by it too late for it to do so— |
| 40 |
(a) | in any notice of the resolution given to members of the company state |
| |
the fact of the representations having been made; and |
| |
| |
| |
|
| |
| |
(b) | send a copy of the representations to every member of the company to |
| |
whom notice of the meeting is sent (whether before or after receipt of |
| |
the representations by the company). |
| |
(4) | If a copy of the representations is not sent as required by subsection (3) because |
| |
received too late or because of the company's default, the director may |
| 5 |
(without prejudice to his right to be heard orally) require that the |
| |
representations shall be read out at the meeting. |
| |
(5) | Copies of the representations need not be sent out and the representations need |
| |
not be read out at the meeting if, on the application either of the company or of |
| |
any other person who claims to be aggrieved, the court is satisfied that the |
| 10 |
rights conferred by this section are being abused. |
| |
(6) | The court may order the company's costs (in Scotland, expenses) on an |
| |
application under subsection (5) to be paid in whole or in part by the director, |
| |
notwithstanding that he is not a party to the application. |
| |
| 15 |
General duties of directors |
| |
| |
156 | Scope and nature of general duties |
| |
(1) | The general duties specified in sections 157 to 163 are owed by a director of a |
| |
| 20 |
(2) | A person who ceases to be a director continues to be subject— |
| |
(a) | to the duty in section 161 (duty to avoid conflicts of interest) as regards |
| |
the exploitation of any property, information or opportunity of which |
| |
he became aware at a time when he was a director, and |
| |
(b) | to the duty in section 162 (duty not to accept benefits from third parties) |
| 25 |
as regards things done or omitted by him before he ceased to be a |
| |
| |
| To that extent those duties apply to a former director as to a director, subject to |
| |
any necessary adaptations. |
| |
(3) | The general duties are based on certain common law rules and equitable |
| 30 |
principles as they apply in relation to directors and have effect in place of those |
| |
rules and principles as regards the duties owed to a company by a director. |
| |
(4) | The general duties shall be interpreted and applied in the same way as |
| |
common law rules or equitable principles, and regard shall be had to the |
| |
corresponding common law rules and equitable principles in interpreting and |
| 35 |
applying the general duties. |
| |
(5) | The general duties apply to shadow directors where, and to the extent that, the |
| |
corresponding common law rules or equitable principles so apply. |
| |
| |
| |
|
| |
| |
| |
157 | Duty to act within powers |
| |
| A director of a company must— |
| |
(a) | act in accordance with the company’s constitution, and |
| |
(b) | only exercise powers for the purposes for which they are conferred. |
| 5 |
158 | Duty to promote the success of the company |
| |
(1) | A director of a company must act in the way he considers, in good faith, would |
| |
be most likely to promote the success of the company for the benefit of its |
| |
members as a whole, and in doing so have regard (amongst other matters) to— |
| |
(a) | the likely consequences of any decision in the long term, |
| 10 |
(b) | the interests of the company’s employees, |
| |
(c) | the need to foster the company’s business relationships with suppliers, |
| |
| |
(d) | the impact of the company’s operations on the community and the |
| |
| 15 |
(e) | the desirability of the company maintaining a reputation for high |
| |
standards of business conduct, and |
| |
(f) | the need to act fairly as between members of the company. |
| |
(2) | Where or to the extent that the purposes of the company consist of or include |
| |
purposes other than the benefit of its members, subsection (1) has effect as if |
| 20 |
the reference to promoting the success of the company for the benefit of its |
| |
members were to achieving those purposes. |
| |
(3) | The duty imposed by this section has effect subject to any enactment or rule of |
| |
law requiring directors, in certain circumstances, to consider or act in the |
| |
interests of creditors of the company. |
| 25 |
159 | Duty to exercise independent judgment |
| |
(1) | A director of a company must exercise independent judgment. |
| |
(2) | This duty is not infringed by his acting— |
| |
(a) | in accordance with an agreement duly entered into by the company |
| |
that restricts the future exercise of discretion by its directors, or |
| 30 |
(b) | in a way authorised by the company’s constitution. |
| |
160 | Duty to exercise reasonable care, skill and diligence |
| |
(1) | A director of a company must exercise reasonable care, skill and diligence. |
| |
(2) | This means the care, skill and diligence that would be exercised by a |
| |
reasonably diligent person with— |
| 35 |
(a) | the general knowledge, skill and experience that may reasonably be |
| |
expected of a person carrying out the functions carried out by the |
| |
director in relation to the company, and |
| |
(b) | the general knowledge, skill and experience that the director has. |
| |
| |
| |
|
