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公司法和商法（双语）讲义 第20章Corporate and Business Law Chapter 20

20 Meetings and resolutions

Overview

Directors

Members

INTRODUCTION

1 Introduction 1.1

All companies will have both directors and members (in some companies these will be the same person(s)). 1.2

The function of directors is to manage the company – their exact powers will be contained in the Articles. As a general rule directors act collectively through the board. Directors make day to day management decisions at board meetings. 1.3

Statute specifies a number of situations when the members’ approval must be obtained. This is done by passing resolutions at general meetings. The procedure is governed by the Articles. Overview

Board

AGM

EGM

TYPES OF MEETINGS

1

公司法和商法（双语）讲义 第20章Corporate and Business Law Chapter 20

2 Procedure re board meetings 2.1

Notice (a)

Any director (under Table A) can call a Board Meeting, reasonable notice must be given but not to those directors outside the UK or whose whereabouts is unknown. (b) (c) (d)

The usual quorum is two – but this can be changed.

The Board can appoint a chairman who may have a casting vote if there is stalemate. There are restrictions on director's counting as part of the quorum and voting where they have an interest in the decision.

3 Procedure re members meetings Directors’ duties 3.1

Directors call meetings and set the agenda. They must call an Annual General Meeting ‘AGM’ every year, but they can call an Extraordinary General Meeting ‘EGM' whenever the need arises. Types of Meeting Annual Notice 21 clear days Purpose Routine business eg. Appointment of auditors; retirement and reappointment of directors Issues arising from the ongoing life of the company Extraordinary 14 clear days 3.2 Shareholder resolutions, notice periods and filing requirements Overview

TYPES OF RESOLUTIONS

Ordinary > 50% Special at least 75% Extraordinary at least 75% Elective – 100% Written – 100% Special notice 2

公司法和商法（双语）讲义 第20章Corporate and Business Law Chapter 20

Type of resolution Ordinary Notice required Majority required Filing requirements 14 clear days meeting House except: (i) increase of authorised share capital; (ii) authority to directors to allot shares; (iii) revocation of an elective resolution. Over 50% of votes cast at the Not normally filed at Companies Special Extraordinary Elective 21 clear days 14 clear days 21 clear days or less if ALL agree to short notice at the meeting at the meeting 100% approval of those entitled to attend and vote at the meeting At least 75% of the votes cast All special resolutions must be filed. filed. All elective resolutions must be filed. They may be used to dispense with the need: (i) to hold an AGM; (ii) to lay accounts and reports before the company in general meeting; (iii) to appoint auditors annually; (iv) to give directors’ power to allot shares for longer than five years and (v) to reduce to 90% the majority needed for short notice. At least 75% of the votes cast All extraordinary resolutions must be

Type of resolution Written

Notice required Majority required Filing requirements Used to dispense with any company resolution, apart from those needed to dismiss directors 3