Company Law Reform Bill [HL] (changed to Companies Bill [HL])
viii
Part 9
Exercise of members’ rights
Effect of provisions in company’s articles
145
Effect of provisions of articles as to enjoyment or exercise of members’ rights
Information rights
146
Traded companies: nomination of persons to enjoy information rights
147
Information rights: form in which copies to be provided
148
Termination or suspension of nomination
149
Information as to possible rights in relation to voting
150
Information rights: status of rights
151
Information rights: power to amend
Exercise of rights where shares held on behalf of others
152
Exercise of rights where shares held on behalf of others: exercise in different
ways
153
Exercise of rights where shares held on behalf of others: members’ requests
Part 10
A company’s directors
Chapter 1
Appointment and removal of directors
Requirement to have directors
154
Companies required to have directors
155
Companies required to have at least one director who is a natural person
156
Direction requiring company to make appointment
Appointment
157
Minimum age for appointment as director
158
Power to provide for exceptions from minimum age requirement
159
Existing under-age directors
160
Appointment of directors of public company to be voted on individually
161
Validity of acts of directors
Register of directors, etc
162
Register of directors
163
Particulars of directors to be registered: individuals
164
Particulars of directors to be registered: corporate directors and firms
165
Register of directors’ residential addresses
166
Particulars of directors to be registered: power to make regulations
167
Duty to notify registrar of changes
168
Application of provisions to shadow directors
ix
Removal
169
Resolution to remove director
170
Director’s right to protest against removal
Chapter 2
General duties of directors
Introductory
171
Scope and nature of general duties
The general duties
172
Duty to act within powers
173
Duty to promote the success of the company
174
Duty to exercise independent judgment
175
Duty to exercise reasonable care, skill and diligence
176
Duty to avoid conflicts of interest
177
Duty not to accept benefits from third parties
178
Duty to declare interest in proposed transaction or arrangement
Supplementary provisions
179
Civil consequences of breach of general duties
180
Cases within more than one of the general duties
181
Consent, approval or authorisation by members
182
Modification of provisions in relation to charitable companies
Chapter 3
Declaration of interest in existing transaction or arrangement
183
184
Offence of failure to declare interest
185
Declaration made by notice in writing
186
General notice treated as sufficient declaration
187
Declaration of interest in case of company with sole director
188
Declaration of interest in existing transaction by shadow director
Chapter 4
Transactions with directors requiring approval of members
Service contracts
189
Directors’ long-term service contracts: requirement of members’ approval
190
Directors’ long-term service contracts: civil consequences of contravention
Substantial property transactions
191
Substantial property transactions: requirement of members’ approval
192
Meaning of “substantial”
193
Exception for transactions with members or other group companies
x
194
Exception in case of company in winding up or administration
195
Exception for transactions on recognised investment exchange
196
Property transactions: civil consequences of contravention
197
Property transactions: effect of subsequent affirmation
Loans, quasi-loans and credit transactions
198
Loans or quasi-loans: requirement of members’ approval
199
Meaning of “quasi-loan” and related expressions
200
Credit transactions: requirement of members’ approval
201
Meaning of “credit transaction”
202
Related arrangements: requirement of members’ approval
203
Exception for expenditure on company business
204
Exception for expenditure on defending proceedings etc
205
Exception for expenditure in connection with regulatory action or
investigation
206
Exceptions for minor and business transactions
207
Exceptions for intra-group transactions
208
Exceptions for money-lending companies
209
Other relevant transactions or arrangements
210
The value of transactions and arrangements
211
The person for whom a transaction or arrangement is entered into
212
Loans etc: civil consequences of contravention
213
Loans etc: effect of subsequent affirmation
Payments for loss of office
214
215
Amounts taken to be payments for loss of office
216
Payment by company: requirement of members’ approval
217
Payment in connection with transfer of undertaking etc: requirement of
members’ approval
218
Payment in connection with share transfer: requirement of members’
approval
219
Exception for payments in discharge of legal obligations etc
220
Exception for small payments
221
Payments made without approval: civil consequences
Supplementary
222
Transactions requiring members’ approval: application of provisions to
shadow directors
223
Transactions requiring members’ approval: nature of resolution required
224
Approval by written resolution: accidental failure to send memorandum
225
Cases where approval is required under more than one provision
226
Requirement of consent of Charity Commission: companies that are charities
Chapter 5
Directors’ service contracts
227
228
Copy of contract or memorandum of terms to be available for inspection
229
Right of member to inspect and request copy
xi
230
Directors’ service contracts: application of provisions to shadow directors
Chapter 6
Contracts with sole members who are directors
231
Contract with sole member who is also a director
Chapter 7
Directors’ liabilities
Provision protecting directors from liability
232
Provisions protecting directors from liability
233
Provision of insurance
234
Qualifying third party indemnity provision
235
Qualifying pension scheme indemnity provision
236
Qualifying indemnity provision to be disclosed in directors’ report
237
Copy of qualifying indemnity provision to be available for inspection
238
Ratification of acts giving rise to liability
239
Ratification of acts of directors
Chapter 8
Directors’ residential addresses: protection from disclosure
240
Protected information
241
Protected information: restriction on use or disclosure by company
242
Protected information: restriction on use or disclosure by registrar
243
Permitted use or disclosure by the registrar
244
Disclosure under court order
245
Circumstances in which registrar may put address on the public record
246
Putting the address on the public record
Chapter 9
Provision for employees on cessation or transfer of business
247
Power to make provision for employees on cessation or transfer of business
Records of meetings of directors
248
Minutes of directors’ meetings
249
Minutes as evidence
Meaning of "director" and "shadow director"
250
“Director”
xii
251
“Shadow director”
Other definitions
252
Persons connected with a director
253
Members of a director’s family
254
Director “connected with” a body corporate
255
Director “controlling” a body corporate
256
Associated bodies corporate
257
References to company’s constitution
General
258
Power to increase financial limits
259
Transactions under foreign law
Part 11
Derivative claims and proceedings by members
Derivative claims in England and Wales or Northern Ireland
260
Derivative claims
261
Application for permission to continue derivative claim
262
Application for permission to continue claim as a derivative claim
263
Whether permission to be given
264
Application for permission to continue derivative claim brought by another
member
Derivative proceedings in Scotland
265
Derivative proceedings
266
Requirement for leave and notice
267
Application to continue proceedings as derivative proceedings
268
Granting of leave
269
Application by member to be substituted for member pursuing derivative
proceedings
Part 12
Company secretaries
270
Private company not required to have secretary
271
Public company required to have secretary
272
Direction requiring public company to appoint secretary
xiii
Provisions applying to secretaries of public companies
273
Qualifications of secretaries of public companies
274
Discharge of functions where office vacant or secretary unable to act
275
Duty to keep register of secretaries
276
277
Particulars of secretaries to be registered: individuals
278
Particulars of secretaries to be registered: corporate secretaries and firms
279
Particulars of secretaries to be registered: power to make regulations
280
Acts done by person in dual capacity
Part 13
Authorised signatories
281
282
Appointment of authorised signatories
283
Minimum age for appointment as authorised signatory
284
Register of authorised signatories
285
Particulars to be registered
286
Particulars to be registered: power to make regulations
287
Part 14
Resolutions and meetings
General provisions about resolutions
288
Resolutions
289
Ordinary resolutions
290
Special resolutions
291
Votes: general rules
292
Votes: specific requirements
293
Votes of joint holders of shares
294
Effect of provision in company’s articles as to admissibility of votes
Written resolutions
General provisions about written resolutions
295
Written resolutions of private companies
296
Eligible members
Circulation of written resolutions
297
Circulation date
298
Circulation of written resolutions proposed by directors
xiv
299
Members’ power to require circulation of written resolution
300
Circulation of written resolution proposed by members
301
Expenses of circulation
302
Application not to circulate members’ statement
Agreeing to written resolutions
303
Procedure for signifying agreement to written resolution
304
Period for agreeing to written resolution
305
Sending documents relating to written resolutions by electronic means
306
Publication of written resolution on website
307
Relationship between this Chapter and provisions of company’s articles
Resolutions at meetings
General provisions about resolutions at meetings
308
Resolutions at general meetings
Calling meetings
309
Directors’ power to call general meetings
310
Members’ power to require directors to call general meeting
311
Directors’ duty to call meetings required by members
312
Power of members to call meeting at company’s expense
313
Power of court to order meeting
Notice of meetings
314
Notice required of general meeting
315
Manner in which notice to be given
316
Publication of notice of meeting on website
317
Persons entitled to receive notice of meetings
318
Contents of notices of meetings
319
Resolution requiring special notice
320
Accidental failure to give notice of resolution or meeting
Members’ statements
321
Members’ power to require circulation of statements
322
Company’s duty to circulate members’ statement
323
Expenses of circulating members’ statement
324
Procedure at meetings
325
Quorum at meetings
326
Chairman of meeting
327
Declaration by chairman on a show of hands