This chapter discusses the rules relating to the officers of a company. It considers the meaning of ‘director’ and the position of the Board of Directors. It examines the appointment, retirement, and removal of directors and considers the powers of directors and their authority to act on behalf of the company. The chapter examines the general duties of directors, including the codified duties under the Companies Act 2006, and considers the effect of a breach of those duties. The appointment and the role of a company secretary and company auditors are examined. The chapter concludes with a discussion of the meaning of corporate governance.
Chapter
17. Company Law II
Company Officers and Liabilities
Chapter
10. Company law II: directors, finance, and capital
Each Concentrate revision guide is packed with essential information, key cases, revision tips, exam Q&As, and more. Concentrates show you what to expect in a law exam, what examiners are looking for, and how to achieve extra marks. This chapter discusses the law governing company directors and shareholders. The common law duties on directors have been codified and expanded through the Companies Act (CA) 2006. Directors are responsible to the company itself, not to individual shareholders. Minority protection (of shareholders) is provided through the CA 2006 to restrict directors’ acts that may unfairly disadvantage them. Public companies must have a company secretary and they must satisfy statutory requirements in relation to their qualifications. Shareholders have no automatic right of management in the company although, through attendance and the rights to vote at shareholder meetings, they may have influence over the business conducted.
Chapter
20. The constituents of a company
This chapter examines the principal constituents who make up and contribute to the success of companies in the UK. The role of the members is discussed, especially their role in corporate decision making. What is a director and the powers of the board of directors are examined, as well as a discussion of the appointment and remuneration of directors. The importance of the company secretary is examined. The chapter than looks at the role of the company’s auditor as well as the liability that can be imposed upon a negligent auditor. Finally, the chapter looks at the position occupied by a company’s creditors and examines how they can protect themselves via taking security, such as a fixed or floating charge over the company’s assets.
Chapter
7. Directors’ Duties
This chapter discusses the scope of corporate governance as a means of mitigating the ‘agency problems’ arising from centralised management. It covers: the Financial Reporting Council and the UK Corporate Governance Code and its extension to other companies; the Stewardship Code for listed companies and further related governance codes; narrative reporting forms; the role of the company secretary; directors’ service contracts; the remuneration of directors; and statutory reforms to deal with directors’ remuneration.
