Please enable JavaScript.
Coggle requires JavaScript to display documents.
Directors - Coggle Diagram
Directors
Appointment of directors
155(1) - every company must have at least 1 director who is a natural person
157 - must be at least 16 to be appointed
-
Service contracts
228 - company to keep a copy of all directors' service contracts
229 - shareholders have right to inspect (provided within 7 days of their request)
19 MA - terms of a director's service contract for the board to determine and only needs approval of a resolution of board of directors, but shareholder approval needed for long term service contracts (188)
188 - length of contract needs shareholder approval by ordinary resolution where contract provides for director's employment to have a guaranteed term which is or may be longer than 2 years
189 - service contract deemed to contain a term entitling company to terminate at any time with reasonable notice
Directors
M3 - responsible for management of company's business
s250 - 'director' = any person occupying the position of director regardless of name called
Director types
De facto
Assumes to act as a director but not appointed
(Naggar - look at whether the acts were directional in nature and whether the company/third parties considered them to be a director)
-
-
Executive
Day to day running of company
Both officer and employee
Need a written contract of employment
-
Shadow
Someone (usually shareholder) trying to influence the board without being appointed as a director and not claiming to be one
Termination of directors
Resignation
Glossop - may resign at any time by giving notice subject to any provision contrary in the articles
Removal
168 - by ordinary resolution of shareholders
169 - where removal proposed, director has right to be heard at GM
At least 28 days notice before GM needed
Bushell v Faith - clauses that give weighted voting rights allowing directors/shareholders to block resolutions
Vacation
18 - automatically deemed to vacate where they are prohibited, bankrupt, physically/mentally incapable for more than 3 months as stated by a medical professional
-