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s.173 Companies Act 2006; Directors cannot, without the consent of the company, fetter their discretion in relation to the exercise of their powers, and cannot bind themselves to vote in a particular way at future board meetings. [16] This is so even if there is no improper motive or purpose, and no personal advantage to the director.
An argument that the power to issue shares could only be properly exercised to raise new capital was rejected as too narrow, and it was held that it would be a proper exercise of the director's powers to issue shares to a larger company to ensure the financial stability of the company, or as part of an agreement to exploit mineral rights owned ...
In carrying out their functions, directors (whether formally appointed, de facto, or "shadow directors" [1]) owe a series of duties to the company. [2] There are presently seven key duties codified under the Companies Act 2006 sections 171 to 177, which reflect the common law and equitable principles.
However, references to corporate capacity and powers have not quite been consigned to the dustbin of legal history. In many jurisdictions, directors can still be liable to their shareholders if they cause the company to engage in businesses outside its objects, even if the transactions are still valid as between the company and the third party.
More recently, in Broz v Cellular Information Systems Inc, [144] it was held that a non-executive director of CIS Inc, a man named Mr Broz, had not breached his duty when he bought telecommunications licenses for the Michigan area for his own company, RFB Cellular Inc. CIS Inc had been shedding licenses at the time, and so Broz alleged that he ...
Directors have great powers, and the Court refuses to interfere with their management of the company's affairs if they keep within their powers, and if a shareholder complains of the conduct of the directors while they keep within their powers, the Court says to him, “If you want to alter the management of the affairs of the company go to a ...
The supervisors may attend the meetings of the board of directors as non-voting delegates, and may raise questions or suggestions on the matters to be decided by the board of directors. If the board of supervisors or supervisor of the company with no board of directors finds that the company is running abnormally, it (he) may make investigations.
Depending upon the size of an organization or a company, the number of directors can vary. Start-up companies can have a single director, which is the minimum for a private limited company according to the law. However, as organizations and businesses expand, the number of directors can increase because more tasks and responsibilities become ...