Circulars to Members and Members’ Statements

2020 ◽  
Author(s):  
Leslie Kosmin ◽  
Catherine Roberts
Keyword(s):  
Board Of Directors ◽  
Listed Company ◽  
General Meeting ◽  
Relevant Information ◽  
Informed Decision ◽  
The Board Of Directors ◽  
Pertinent Information ◽  
A Company

Very often when a meeting of members of a company is convened the notice of the meeting will be accompanied by a circular that is addressed to all of the members. Such a circular for distribution to members will be prepared by the board of directors, usually in consultation with relevant appropriate professional advisers. The purpose of sending a circular to members is to appraise them of the reason for, and purpose of, the resolutions that are proposed to be considered at the forth-coming general meeting, and to provide pertinent information to shareholders in order to enable them to take an informed decision as to whether or not to attend the meeting and as to how they will cast their votes. A board of directors must ensure that a circular to members contains an accurate summary of all of the relevant information relating to the proposals upon which the members have been asked to vote at the forthcoming general meeting. In the context of a public listed company, it is to be noted that the Listing Rules of the Financial Conduct Authority require that when the holders of listed equity shares are sent a notice of meeting which includes any

Meetings of Members Ordered by the Court

2020 ◽  
Author(s):  
Leslie Kosmin ◽  
Catherine Roberts
Keyword(s):  
Board Of Directors ◽  
General Meeting ◽  
Financial Statements ◽  
Company Law ◽  
Constitutional Rights ◽  
Share Capital ◽  
The Board Of Directors ◽  
A Company

The two key organs of a company are the board of directors and the members of the company exercising their constitutional rights in a general meeting. Company law attaches great significance to the due convening of general meetings of shareholders. The general meeting is the forum for considering many of the essential matters relating to the company’s affairs including increasing or reducing the share capital of the company, changes to the memorandum or articles of association, alterations to the composition of the board of directors, considering the content of the company’s financial statements and approving dividends.

The Role of the Chairman

2020 ◽  
Author(s):  
Leslie Kosmin ◽  
Catherine Roberts
Keyword(s):  
Board Of Directors ◽  
General Meeting ◽  
Vast Array ◽  
Effective Manner ◽  
Procedural Control ◽  
The Board Of Directors ◽  
A Company

For there to be an effective general meeting of members of a company someone has to perform the role of chairman and be appointed to that position. The appointment of a chairman is an indispensable part of any meeting. In the absence of a person exercising procedural control over the affairs of the general meeting it may be unable to proceed to transact business in an orderly manner. At a shareholders’ meeting that person is often the chairman of the board of directors of the particular company but this is not always the case. The chairman is the person who conducts the meeting and leads it through the business on the agenda which is to be transacted. A vast array of skills are required in order to discharge this important role in an efficient and effective manner. In carrying out this task the chairman must have regard not only to the interests and concerns of the majority present but also the rights of the minorities.

Meetings Requested by Members

2020 ◽  
Author(s):  
Leslie Kosmin ◽  
Catherine Roberts
Keyword(s):  
Board Of Directors ◽  
General Meeting ◽  
Best Interests ◽  
Annual General Meeting ◽  
Private Companies ◽  
Public And Private ◽  
Generic Term ◽  
The Board Of Directors ◽  
A Company ◽  
Do So

In accordance with their general powers of management the board of directors of a company are empowered to convene general meetings of members whenever they consider it to be in the best interests of the company to do so and whenever it is necessary. Prior to CA 2006 such meetings were known as extraordinary general meetings so as to distinguish them from the annual general meeting which used to be compulsory for both public and private companies. Under CA 2006 the term ‘extraordinary general meeting’ is no longer used. It is replaced by the generic term ‘general meeting’. The power to convene a meeting is to be found in the articles of association and appears, for example, in reg 37 of the 1985 Table A.

Implementing Reforms

2017 ◽  
Author(s):  
Nils Brunsson
Keyword(s):  
Board Of Directors ◽  
Government Service ◽  
Radical Reform ◽  
Administrative Reforms ◽  
The Board Of Directors ◽  
The Relationship ◽  
A Company

This chapter continues to analyze the relationship between decision and action using a case study on Swedish Rail (Statens Järnvägar, SJ). In February 1987, the board of directors of SJ met to consider a plan drawn up by an international consultancy company to implement a radical reform, the ‘New SJ’. The basic idea was to make the company more businesslike. SJ was to be run as a company and not as a government service, and its corporate aim was to be a profitable business. The chapter addresses the question of why reforms may be difficult to implement. It suggests that there are certain fundamental and common characteristics of administrative reforms which make them difficult to implement by nature.

Die Kompetenzverteilung zwischen Vorstand und Hauptversammlung im Rahmen des Merger of Equals

2021 ◽  
Author(s):  
Dirk Schmidbauer
Keyword(s):  
Board Of Directors ◽  
General Meeting ◽  
The Board Of Directors ◽  
Business Combination ◽  
Stock Corporation

For transnational mergers of listed corporations, the merger of equals procedure is chosen frequently. This thesis comprehensively deals with the delimitation of the competences of the board of directors and the general meeting of a listed stock corporation in the case of the merger of equals. It is examined whether the conclusion of the business combination agreement requires the approval of the general meeting or whether it falls exclusively within the competence of the board of directors. Furthermore, it is examined whether the merger as such falls within the competences of the general meeting, in particular whether the merger establishes unwritten competences of the general meeting.

M. Video-Eldorado: improving corporate governance to increase efficiency

2021 ◽  
pp. 69-71
Author(s):  
A.V. Butov
Keyword(s):  
Corporate Governance ◽  
Board Of Directors ◽  
General Meeting ◽  
Annual General ◽  
Independent Directors ◽  
Annual General Meeting ◽  
The Board Of Directors ◽  
Increase Efficiency

M. Video reports that the company’s board of directors has decided to hold an annual general meeting of shareholders on May 7, 2021. As part of the implementation of measures to improve corporate governance, the Board of Directors approved the list of candidates for the new composition of the Board. If appropriate decisions are made by the shareholders, the share of independent directors in the board of directors will increase to one third.

Notice, Agenda and Quorum for Meetings of Directors

2020 ◽  
Author(s):  
Leslie Kosmin ◽  
Catherine Roberts
Keyword(s):  
Board Of Directors ◽  
General Meeting ◽  
Basic Requirement ◽  
The Board Of Directors ◽  
Time Periods

As has been discussed in Chapter 2 concerning the giving of notice of meetings to convene a valid general meeting of members, the necessity to give due and proper notice of a meeting is a basic requirement for convening a meeting that can proceed to transact lawful business. In this chapter the requirements of notice of meetings are discussed with regard to meetings of the board of directors. The requirements of giving due notice in relation to meetings of directors are less stringent than those relating to meetings of members, for in relation to the latter the governing legislation prescribes requisite time periods for certain categories of meeting and the passing of certain types of resolutions.

scholarly journals Role of Board- Manager Relation on Cooperative Performance

2018 ◽  
Vol 6 ◽  
pp. 60-77
Author(s):  
Dhaneshwar Rakhal
Keyword(s):  
Board Of Directors ◽  
General Meeting ◽  
Interdisciplinary Studies ◽  
Return On Assets ◽  
Mutual Help ◽  
Secondary Sources ◽  
Wide Range ◽  
Credit Cooperatives ◽  
The Board Of Directors ◽  
The Relationship

Cooperatives are based on the philosophy of equality and mutual help i.e. 'All for each and each for all'. They cover a wide range of development services in Nepalese context. The members of a cooperative elect a board of directors in its general meeting for the day to day operation. The board prepares policy and procedures, and appoints manager(s) to implement the policies and run the program. One of the internal issues in saving and credit cooperatives is the relationship between managers and the board of directors which affects on the performance level of the cooperative. In this regard, the main objective of this paper is to assess the relationship between managers and the board of directors, and its impact on the performance of saving and credit cooperatives in Pokhara. The study also covers the managers' feelings of job satisfaction, career development opportunities, and responsibilities of board of directors and managers. Out of 212 savings and credit cooperatives in Pokhara Sub-metropolitan, 77 cooperatives were selected as sample. A questionnaire survey with the mangers was carried out to derive the primary information, and annual audited reports are used as secondary sources of data. The results indicate that board-manager relation does not affect the responsibilities of board of directors and managers, and academic qualifications of managers are positively related to performance of the cooperatives. Finally the paper concludes that the board manager relationship is positively related to return on assets of the cooperatives. Janapriya Journal of Interdisciplinary Studies, Vol. 6 (December 2017), page: 60-77

scholarly journals PENCATATAN PERUBAHAN DIREKSI DI KEMENTERIAN TERKAIT SEBAGAI DASAR PENYELESAIAN SENGKETA KEWENANGAN DIREKSI

2020 ◽  
Vol 28 (3) ◽  
pp. 369
Author(s):  
Maleakhi W. Sitompul
Keyword(s):  
Human Rights ◽  
Board Of Directors ◽  
Limited Liability ◽  
Third Parties ◽  
Limited Liability Company ◽  
Legal Provisions ◽  
Starting Point ◽  
The Board Of Directors ◽  
The Right ◽  
A Company

Research on the recording of changes to directors in the relevant Ministry, namely the Ministry of Law and Human Rights, aims to examine whether the authorized Directors in a company are Directors registered at the Ministry of Law and Human Rights. In addition, it is also to examine whether the provisions of Law no. 40 of 2007 concerning Limited Liability Companies and / or the Company's Articles of Association is sufficient to resolve disputes of authority in the event of a dispute regarding the composition and number of directors in a company, which one has the right to act against other parties. Disputes regarding the composition and authority of the Board of Directors in a limited liability company often become disputes in court, even though Indonesia's positive legal provisions have provided clear and firm rules about who the Board of Directors can represent in and out of court. Based on research, it can be seen that the starting point is from the provisions in Law No. 40 of 2007 Articles 29 and 98, changes in the members of the board of directors can only be effective for third parties, as from the date the changes are recorded in the Company Register by the Minister of Law and Human Rights in accordance with Law No. 40 of 2007 Articles 29 and 98.

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