DECISION-MAKING BY DIRECTORS
Directors to
take decisions collectively
7.—(1) The general rule about decision-making by directors
is that any decision of the directors
must be either
a majority decision
at
a meeting
or a
decision
taken in accordance with article 8.
(2) If—
(a) the company only has one director, and
(b) no
provision of the articles requires it to have more than
one director,
the general rule does not apply, and
the director may take decisions without regard
to
any of the provisions of the articles relating to directors’ decision-making.
Unanimous decisions
8.—(1) A decision of the directors
is taken in accordance with this
article when all eligible directors indicate to each other by any means that they share
a common
view on a matter.
(2) Such a decision
may take the
form of a resolution in writing, copies of which have been
signed by each eligible director or to which each eligible director has otherwise indicated agreement in writing.
(3) References in this article to eligible directors are to directors who would have been entitled to vote on
the matter
had
it been proposed as
a resolution at a directors’ meeting.
(4) A
decision
may not be taken
in
accordance with this article if the
eligible directors would not have formed a
quorum at such a meeting.
Calling
a directors’ meeting
9.—(1) Any director may call a directors’ meeting by giving notice of the meeting to the directors or
by
authorising the company secretary (if any)
to
give such notice.
(2)
Notice of any directors’ meeting must indicate— (a)
its
proposed date and time;
(b) where it is to take place; and
(c) if it is anticipated that directors participating in the meeting will not be in the same
place, how it is
proposed that they should communicate with each other
during the meeting.
(3) Notice of a directors’ meeting must be given to each director, but
need not be in writing.
(4) Notice of a directors’ meeting need not be given to directors who waive their
entitlement to notice of that
meeting, by giving notice to that effect to the company not more than
7 days after the
date
on which the meeting is held. Where such notice is given after
the
meeting has be<,span style="letter-spacing: -0.1pt; font-size: 14pt;">en held, that does not affect the
validity of the meeting, or of any business conducted at it.
Participation in directors’ meetings
10.—(1)
Subject to the articles, directors participate in a directors’ meeting,
or part of a directors’ meeting,
when— (a) the meeting
has
been called and
takes place in accordance with the articles, and
(b) they can each communicate to the others any information or opinions they have
on
any particular item of the business of the meeting.
(2) In determining whether
directors
are
participating
in a directors’ meeting, it is
irrelevant where any director
is or
how
they communicate with each other.
(3) If all the directors participating in a meeting are not in the same place, they may decide
that
the meeting is to be
treated as taking place wherever
any
of them is.
Quorum for
directors’ meetings
11.—(1) At a directors’ meeting, unless
a quorum is participating,
no proposal is
to
be voted on, except a proposal to call another meeting.
(2) The quorum for directors’ meetings may be fixed from time to time by a decision of the directors, but it must
never
be less than two, and unless otherwise fixed
it
is two.
(3) If the total number of directors for the time being
is
less than the
quorum required, the directors must not take
any
decision other
than a decision—
(a) to
appoint further
directors, or
(b) to
call a general meeting
so
as to enable the shareholders to appoint further directors.
Chairing
of directors’ meetings
12.—(1) The directors
may appoint a director
to
chair their meetings.
(2) The person
so
appointed for the time being
is
known as the chairman. (3)
The directors may terminate the chairman’s
appointment at any time.
(4) If the chairman is not participating in a directors’ meeting within ten minutes of the time at which it was
to
start, the participating directors must appoint one of themselves to chair it.
Casting vote
13.—(1) If the numbers
of
votes for and against a proposal are equal,
the chairman or
other director
chairing the meeting has a casting
vote.
(2) But this does not apply if, in accordance with the
articles, the chairman or other director is not to be counted as participating in the decision-making process for quorum or voting purposes.
Conflicts of interest
14.—(1) If a proposed decision of the directors is
concerned with an actual or proposed transaction or
arrangement
with the company in which a director
is
interested, that director is not to be counted as participating in the
decision-making process for quorum or voting
purposes.
(2) But if paragraph (3) applies, a director who is interested in an actual or
proposed transaction or
arrangement with the company is to be counted as participating in the decision-making
process for quorum and voting purposes. (3)
This
paragraph applies when—
(a) the company by ordinary resolution disapplies the provision of the articles which would otherwise prevent a director from being
counted as participating in the decision-making process;
(b) the director’s
interest cannot reasonably
be regarded as likely to give rise to a conflict of interest; or
(c)
the
director’s
conflict of interest arises
from a permitted cause.
(4) For the purposes of this
article, the following are permitted causes—
(a) a
guarantee given, or to be
given, by or to a director in, respect of an obligation incurred by or
on behalf of
the
company or
any
of its subsidiaries;
(b) subscription, or an
agreement to subscribe, for shares or other securities of the company or any of its subsidiaries, or to underwrite, sub-underwrite, or guarantee subscription for any such shares or securities; and
(c) arrangements pursuant to which benefits are made available to employees and directors or former employees and directors of the company or any of its subsidiaries which do
not
provide special benefits for directors or
former directors.
(5) For
the
purposes of this
article, references to proposed decisions and decision-making processes include any
directors’ meeting or
part of a directors’ meeting.
(6) Subject to paragraph (7), if a question arises at a meeting of directors or of a committee of directors as to the
right of a director to participate in the meeting (or part of the meeting)
for voting or quorum purposes, the question may, before the conclusion of the
meeting, be referred
to
the chairman
whose ruling in relation, to any director
other
than the chairman is to be final and
conclusive.
(7) If any question as to the right to participate in the meeting (or part of the meeting)
should arise in respect of the chairman, the question
is
to be decided by a decision of the directors at that meeting, for which purpose the chairman
is
not to be counted as participating in the meeting (or that part of the meeting) for voting or
quorum
purposes.
Records of decisions
to be kept
15. The directors must ensure that the company keeps a record, in writing, for at least 10 years from the date of the
decision
recorded, of every unanimous or
majority decision
taken by the
directors.
Directors’ discretion to make further rules
16. Subject to the articles, the directors may make any rule which they think fit about how they take decisions, and
about how such rules are
to
be recorded or
communicated to directors.
APPOINTMENT OF
DIRECTORS
Methods
of appointing
directors
17.—(1) Any person who is
willing to act as
a director,
and is permitted by law to do so, may be appointed to be a director—
(a) by ordinary resolution, or
(b) by a decision of the
directors.
(2) In any case where, as a result of death, the company has no shareholders and no
directors, the
personal
representatives of the last shareholder to have died
have the right, by notice in writing, to appoint a person
to
be a director.
(3) For the
purposes of paragraph (2), where 2 or more shareholders die in circumstances rendering it uncertain
who
was the last to die, a younger shareholder is deemed
to
have survived an older
shareholder.
Termination of
director’s appointment
18. A person ceases to be a director
as soon as—
(a) that person
ceases to be a director by virtue
of any provision of the Companies Act 2006 or is prohibited from being a director by law;
(b) a
bankruptcy order is made against that person;
(c) a composition is
made with that person’s creditors generally in satisfaction of that
person’s debts;
(d) a registered
medical practitioner
who
is treating
that
person gives a written opinion
to
the comp,any stating that that person has become physically or mentally incapable of acting as a director and may remain so for
more
than
three months;
(e) [paragraph omitted pursuant to The Mental Health (Discrimination) Act 2013]
(f) notification
is
received
by
the company from the director that the director is resigning from office, and such
resignation has taken
effect in accordance with its terms.
Directors’ remuneration
19.—(1) Directors may undertake any services
for
the
company that
the directors
decide. (2)
Directors
are
entitled to such remuneration as the directors determine—
(a) for
their
services to the company as directors, and
(b) for any other service which they undertake for the
company. (3)
Subject to the articles, a director’s
remuneration may—
(a) take any form, and
(b) include
any
arrangements in connection
with the payment of a pension, allowance or gratuity, or any death,
sickness or
disability benefits, to or
in
respect of that director.
(4) Unless the directors decide otherwise, directors’ remuneration accrues
from day to day.
(5) Unless the directors decide otherwise, directors are not accountable to the company for any remuneration which
they receive as directors or
other officers or
employees of the company’s subsidiaries
or of any other
body
corporate in which the
company is interested.
Directors’ expenses
20. The company may pay any reasonable expenses which the
directors properly incur in connection with their
attendance at—
(a) meetings of directors or committees of directors, (b)
general meetings, or
(c) separate meetings of the
holders of any class of shares or of debentures of the company, or
otherwise in
connection with the exercise of their powers and the
discharge of their responsibilities in relation to the
company.
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