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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. [f] This is so even if there is no improper motive or purpose, and no personal advantage to the director.
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.
While corporate constitutions typically set out the balance of power between directors, shareholders, employees and other stakeholders, additional duties are owed by members of the board to the corporation as a whole. First, rules can restrain or empower the directors in whose favor they exercise their discretion.
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.
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.
The general director is the "single-person executive body" of a company, acts without power of attorney to represent the company, and issues powers of attorney to others. The general director's powers are defined by the company charter, by decision of the general meeting of shareholders (AO) or participants (OOO), and by the board of directors ...
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.
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 ...