SCHEDULE[1]
(Article 1)
STANDARD TABLE
REGULATIONS
FOR THE MANAGEMENT OF A LIMITED COMPANY
1 Interpretation
In these regulations –
“articles”
means the articles of association of the company;
“clear days”
in relation to the period of a notice means that period excluding the day when
the notice is given or deemed to be given and the day for which it is given or
on which it is to take effect;
“executed”
includes any mode of execution;
“holder” in
relation to shares means the member whose name is entered in the register of
members as the holder of the shares;
the “Law”
means the Companies
(Jersey) Law 1991 including any statutory modification or re-enactment
for the time being in force;
“office” means
the registered office of the company;
“ordinary resolution”
means a resolution of the company in general meeting adopted by a simple
majority of the votes cast at that meeting;
“seal” means
the common seal of the company;
“secretary”
means the secretary of the company or any other person appointed to perform the
duties of the secretary of the company, including a joint, assistant or deputy
secretary.
Unless
the context otherwise requires, words or expressions contained in these regulations
bear the same meaning as in the Law but excluding any statutory modification
not in force when these regulations become binding on the company.
2-4 Share capital
Subject to the provisions of the Law –
(a) without
prejudice to any rights attached to any issued shares, any share may be issued
with such rights or restrictions as the company may by special resolution
determine;
(b) the
company may –
(i) issue, or
(ii) convert
any existing non-redeemable shares, whether issued or not, into,
shares which are to be redeemed, or are liable to be redeemed at the
option of the company or the shareholder, on such terms and in such manner as
may be determined by special resolution;
(c) unissued
shares shall be at the disposal of the directors who may allot, grant options
over or otherwise dispose of them to such persons and on such terms as the
directors think fit.
3 The
company may exercise the powers of paying commissions conferred by the Law.
Subject to the provisions of the Law, any such commission may be satisfied by
the payment of cash or by the allotment of fully or partly paid shares or
partly in one way and partly in the other.
4 Except
as required by law, no person shall be recognized by the company as holding any
share upon any trust and (except as otherwise provided by the articles or by law)
the company shall not be bound by or recognize any interest in any share except
an absolute right to the entirety thereof in the holder.
5-6 Share certificates
5 Every
member, upon becoming the holder of any shares, shall be entitled without
payment to one certificate for all the shares of each class held by the member
(and, upon transferring a part of the member’s holding of shares of any
class, to a certificate for the balance of such holding) or several
certificates each for one or more of the member’s shares upon payment for
every certificate after the first of such reasonable sum as the directors may
determine. Every certificate shall be sealed with the seal, or signed either by
two directors or by one director and the secretary. Every certificate shall
specify the number, class and distinguishing numbers (if any) of the shares to
which it relates and the amount or respective amounts paid up thereon. The
company shall not be bound to issue more than one certificate for shares held
jointly by several persons and delivery of a certificate to one joint holder
shall be a sufficient delivery to all of them.
6 If a
share certificate is defaced, worn out, lost or destroyed, it may be renewed on
such terms (if any) as to evidence and indemnity and payment of the expenses
reasonably incurred by the company in investigating evidence as the directors
may determine but otherwise free of charge, and (in the case of defacement or
wearing out) on delivery up of the old certificate.
7-10 Lien
7 The
company shall have a first and paramount lien on every share (not being a fully
paid share) for all moneys (whether presently payable or not) payable at a
fixed time or called in respect of that share. The directors may at any time
declare any share to be wholly or in part exempt from the provisions of this Regulation.
The company’s lien on a share shall extend to any amount payable in
respect of it.
8 The
company may sell in such manner as the directors determine any shares on which
the company has a lien if a sum in respect of which the lien exists is
presently payable and is not paid within 14 clear days after notice has been
given to the holder of the share or to the person entitled to it in consequence
of the death or bankruptcy of the holder, demanding payment and stating that if
the notice is not complied with the shares may be sold.
9 To
give effect to a sale the directors may authorize some person to execute an
instrument of transfer of the shares sold to, or in accordance with the
directions of, the purchaser. The title of the transferee to the shares shall
not be affected by an irregularity in or invalidity of the proceedings in
reference to the sale.
10 The net proceeds
of the sale, after payment of the costs, shall be applied in payment of so much
of the sum for which the lien exists as is presently payable, and any residue
shall (upon surrender to the company for cancellation of the certificate for
the shares sold and subject to a like lien for any moneys not presently payable
as existed upon the shares before the sale) be paid to the person entitled to
the shares at the date of the sale.
11-21 Calls on shares and forfeiture
11 Subject to the
terms of allotment, the directors may make calls upon the members in respect of
any moneys unpaid on their shares (whether in respect of nominal value or
premium) and each member shall (subject to receiving at least 14 clear
days’ notice specifying when and where payment is to be made) pay to the
company as required by the notice the amount called on the member’s
shares. A call may be required to be paid by instalments. A call may, before
receipt by the company of any sum due thereunder, be revoked in whole or part
and payment of a call may be postponed in whole or part. A person upon whom a
call is made shall remain liable for calls made upon the person notwithstanding
the subsequent transfer of the shares in respect whereof the call was made.
12 A call shall be
deemed to have been made at the time when the resolution of the directors
authorizing the call was passed.
13 The joint holders
of a share shall be jointly and severally liable to pay all calls in respect thereof.
14 If a call remains
unpaid after it has become due and payable the person from whom it is due and
payable shall pay interest on the amount unpaid from the day it became due and
payable until it is paid at the rate fixed by the terms of allotment of the
share or in the notice of the call or at such rate not exceeding 10% per annum
as the directors may determine but the directors may waive payment of the
interest wholly or in part.
15 An amount payable
in respect of a share on allotment or at any fixed date, whether in respect of
nominal value or premium or as an instalment of a call, shall be deemed to be a
call and if it is not paid the provisions of the articles shall apply as if
that amount had become due and payable by virtue of a call. The company may
accept from a member the whole or a part of the amount remaining unpaid on
shares held by the member, although no part of that amount has been called up.
16 Subject to the
terms of allotment, the directors may make arrangements on the issue of shares
for a difference between the holders in the amounts and times of payment of
calls on their shares.
17 If a call remains
unpaid after it has become due and payable the directors may give to the person
from whom it is due not less than 14 clear days’ notice requiring payment
of the amount unpaid together with any interest which may have accrued. The
notice shall name the place where payment is to be made and shall state that if
the notice is not complied with the shares in respect of which the call was
made will be liable to be forfeited.
18 If the notice is
not complied with any share in respect of which it was given may, before the
payment required by the notice has been made, be forfeited by a resolution of
the directors and the forfeiture shall include all dividends or other moneys
payable in respect of the forfeited shares and not paid before the forfeiture.
19 Subject to the
provisions of the Law, a forfeited share may be sold, re-allotted or otherwise
disposed of on such terms and in such manner as the directors determine either
to the person who was before the forfeiture the holder or to any other person
and at any time before sale, re-allotment or other disposition, the forfeiture
may be cancelled on such terms as the directors think fit. Where for the
purposes of its disposal a forfeited share is to be transferred to any person
the directors may authorize some person to execute an instrument of transfer of
the share to that person.
20 A person any of
whose shares have been forfeited shall cease to be a member in respect of them
and shall surrender to the company for cancellation the certificate for the
shares forfeited but shall remain liable to the company for all moneys which at
the date of forfeiture were presently payable by the person to the company in
respect of those shares with interest at the rate at which interest was payable
on those moneys before the forfeiture, or at such rate not exceeding 10% per
annum as the directors may determine, from the date of forfeiture until
payment, but the directors may waive payment wholly or in part or enforce
payment without any allowance for the value of the shares at the time of
forfeiture or for any consideration received on their disposal.
21 A declaration
under oath by a director or the secretary that a share has been forfeited on a
specified date shall be conclusive evidence of the facts stated in it as
against all persons claiming to be entitled to the share and the declaration
shall (subject to the execution of an instrument of transfer if necessary)
constitute a good title to the share and the person to whom the share is
disposed of shall not be bound to see to the application of the consideration,
if any, nor shall the person’s title to the share be affected by any
irregularity in or invalidity of the proceedings in reference to the forfeiture
or disposal of the share.
22-27 Transfer of shares
22 The instrument of
transfer of a share may be in any usual form or in any other form which the
directors may approve and shall be executed by or on behalf of the transferor
and, unless the shares are fully paid, by or on behalf of the transferee.
23 The directors may
refuse to register the transfer of a share which is not fully paid to a person
of whom they do not approve and they may refuse to register the transfer of a
share on which the company has a lien. They may also refuse to register a
transfer unless the instrument of transfer –
(a) is
lodged at the office or at such other place as the directors may appoint and is
accompanied by the certificate for the shares to which it relates and such
other evidence as the directors may reasonably require to show the right of the
transferor to make the transfer;
(b) is in
respect of only one class of shares; and
(c) is in
favour of not more than 4 transferees.
24 If the directors
refuse to register a transfer of a share, they shall within 2 months after the
date on which the instrument of transfer was lodged with the company send to
the transferor and the transferee notice of the refusal.
25 The registration
of transfers of shares or of transfers of any class of shares may be suspended
at such times and for such periods (not exceeding 30 days in any year) as the
directors may determine.
26 No fee shall be
charged for the registration of any instrument of transfer or other document
relating to or affecting the title to any share.
27 The company shall
be entitled to retain any instrument of transfer which is registered, but any
instrument of transfer which the directors refuse to register shall be returned
to the person lodging it when notice of the refusal is given.
28-30 Transmission of shares
28 If a member dies,
the survivor or survivors where the member was a joint holder, and the
member’s personal representatives where the member was a sole holder or
the only survivor of joint holders, shall be the only persons recognized by the
company as having any title to the member’s interest; but nothing herein
contained shall release the estate of a deceased member from any liability in
respect of any share which had been jointly held by the member.
29 A person becoming
entitled to a share in consequence of the death or bankruptcy of a member may,
upon such evidence being produced as the directors may properly require, elect
either to become the holder of the share or to have some person nominated by the
person registered as the transferee. If the person elects to become the holder the
person shall give notice to the company to that effect. If the person elects to
have another person registered the person shall execute an instrument of
transfer of the share to that person. All the articles relating to the transfer
of shares shall apply to the notice or instrument of transfer as if it were an
instrument of transfer executed by the member and the death or bankruptcy of
the member had not occurred.
30 A person becoming
entitled to a share in consequence of the death or bankruptcy of a member shall
have the rights to which the person would be entitled if the person were the
holder of the share, except that the person shall not, before being registered
as the holder of the share, be entitled in respect of it to attend or vote at
any meeting of the company or at any separate meeting of the holders of any
class of shares in the company.
31 Consolidation of shares
Whenever as a result of a consolidation of shares any members would
become entitled to fractions of a share, the directors may, on behalf of those
members, sell the shares representing the fractions for the best price
reasonably obtainable to any person (including, subject to the provisions of
the Law, the company) and distribute the net proceeds of sale in due proportion
among those members, and the directors may authorize some person to execute an
instrument of transfer of the shares to, or in accordance with the directions
of, the purchaser. The transferee shall not be bound to see to the application
of the purchase money nor shall the transferee’s title to the shares be
affected by any irregularity in or invalidity of the proceedings in reference
to the sale.
32-33 General meetings
32 All general
meetings other than annual general meetings shall be called extraordinary
general meetings.
33 The directors may
call general meetings and, on the requisition of members pursuant to the
provisions of the Law, shall forthwith proceed to call a general meeting for a
date not later than 2 months after the receipt of the requisition. If there are
not sufficient directors to call a general meeting, any director or any member
of the company may call such a meeting.
34-35 Notice of general meetings
34 An annual general
meeting or a general meeting called for the passing of a special resolution or
a resolution appointing a person as a director shall be called by at least 21
clear days’ notice. All other meetings shall be called by at least 14
clear days’ notice but a general meeting may be called by shorter notice
if it is so agreed –
(a) in
the case of an annual general meeting, by all the members entitled to attend
and vote thereat; and
(b) in
the case of any other meeting by a majority in number of the members having a
right to attend and vote at the meeting being a majority together holding not
less than 95% in nominal value of the shares giving that right.
The notice shall specify the day, time and place of the meeting and
the general nature of the business to be transacted and, in the case of an
annual general meeting, shall specify the meeting as such.
Subject to the provisions of the articles and to any restrictions
imposed on any shares, the notice shall be given to all the members, to all
persons entitled to a share in consequence of the death or bankruptcy of a
member and to the directors and auditors, if any.
35 The accidental
omission to give notice of a meeting to, or the non-receipt of notice of a
meeting by, any person entitled to receive notice shall not invalidate the
proceedings at the meeting.
36-48 Proceedings at general meetings
36 No business shall
be transacted at any meeting unless a quorum is present. Two persons entitled
to vote upon the business to be transacted, each being a member or a proxy for
a member or a duly authorized representative of a body corporate, shall be a
quorum.
37 If such a quorum
is not present within half an hour from the time appointed for the meeting, or
if during a meeting such a quorum ceases to be present, the meeting shall stand
adjourned to the same day in the next week at the same time and place or such
day, time and place as the directors may determine.
38 The chairman, if
any, of the board of directors or in the chairman’s absence some other
director nominated by the directors shall preside as chairman of the meeting,
but if neither the chairman nor such other director (if any) is present within
15 minutes after the time appointed for holding the meeting and willing to act,
the directors present shall elect one of their number to be chairman and, if
there is only one director present and willing to act, that director shall be
chairman.
39 If no director is
willing to act as chairman, or if no director is present within 15 minutes
after the time appointed for holding the meeting, those present and entitled to
be counted in a quorum shall choose one of their number to be chairman.
40 A director shall,
notwithstanding that the director is not a member, be entitled to attend and
speak at any general meeting and at any separate meeting of the holders of any
class of shares in the company.
41 The chairman may,
with the consent of a meeting at which a quorum is present (and shall if so
directed by the meeting), adjourn the meeting from time to time and from place
to place, but no business shall be transacted at an adjourned meeting other
than business which might properly have been transacted at the meeting had the
adjournment not taken place. When a meeting is adjourned for 14 days or more,
at least 7 clear days’ notice shall be given specifying the day, time and
place of the adjourned meeting and the general nature of the business to be
transacted. Otherwise it shall not be necessary to give any such notice.
42 A resolution put
to the vote of a meeting shall be decided on a show of hands unless before, or
on the declaration of the result of, the show of hands a poll is duly demanded.
Subject to the provisions of the Law, a poll may be demanded –
(a) by
the chairman;
(b) by at
least 2 members having the right to vote on the resolution;
(c) by a
member or members representing not less than one-tenth of the total voting
rights of all the members having the right to vote on the resolution; or
(d) by a
member or members holding shares conferring a right to vote on the resolution
being shares on which an aggregate sum has been paid up equal to not less than
one-tenth of the total sum paid up on all the shares conferring that right,
and a demand by a person as proxy for a member shall be the same as
a demand by the member.
43 Unless a poll is
duly demanded a declaration by the chairman that a resolution has been carried
or carried unanimously, or by a particular majority, or lost, or not carried by
a particular majority and an entry to that effect in the minutes of the meeting
shall be conclusive evidence of the fact without proof of the number or
proportion of the votes recorded in favour of or against the resolution.
44 The demand for a
poll may, before the poll is taken, be withdrawn but only with the consent of
the chairman and a demand so withdrawn shall not be taken to have invalidated
the result of a show of hands declared before the demand was made.
45 A poll shall be
taken as the chairman directs and the chairman may appoint scrutineers (who
need not be members) and fix a day, time and place for declaring the result of
the poll. The result of the poll shall be deemed to be the resolution of the
meeting at which the poll was demanded.
46 In the case of an
equality of votes, whether on a show of hands or on a poll, the chairman shall
be entitled to a casting vote in addition to any other vote the chairman may
have.
47 A poll demanded
on the election of a chairman or on a question of adjournment shall be taken
forthwith. A poll demanded on any other question shall be taken either
forthwith or at such day, time and place as the chairman directs not being more
than 30 days after the poll is demanded. The demand for a poll shall not
prevent the continuance of a meeting for the transaction of any business other
than the question on which the poll was demanded. If a poll is demanded before
the declaration of the result of a show of hands and the demand is duly
withdrawn, the meeting shall continue as if the demand had not been made.
48 No notice need be
given of a poll not taken forthwith if the day, time and place at which it is
to be taken are announced at the meeting at which it is demanded. In any other
case, at least 7 clear days’ notice shall be given specifying the day,
time and place at which the poll is to be taken.
49-57 Votes of members
49 Subject to any
rights or restrictions attached to any shares, on a show of hands every member
who (being an individual) is present in person or (being a body corporate) is
present by a duly authorized representative, not being a member entitled to
vote, shall have one vote and on a poll every member shall have one vote for
every share of which the member is the holder.
50 In the case of
joint holders the vote of the senior who tenders a vote, whether in person or
by proxy, shall be accepted to the exclusion of the votes of the other joint
holders; and seniority shall be determined by the order in which the names of
the holders stand in the register of members.
51 A member in
respect of whom an order has been made by any court having jurisdiction
(whether in Jersey or elsewhere) in matters concerning mental disorder may
vote, whether on a show of hands or on a poll, by the member’s delegate
or other person authorized in that behalf whether by a lasting power of
attorney under Part 2 of the Capacity and Self-Determination (Jersey)
Law 2016 or by appointment of that court, and any such delegate or other person
may, on a poll, vote by proxy. Evidence to the satisfaction of the directors of
the authority of the person claiming to exercise the right to vote shall be
deposited at the office, or at such other place within Jersey as is specified
in accordance with the articles for the deposit of instruments of proxy not
less than 48 hours before the time appointed for holding the meeting or
adjourned meeting at which the right to vote is to be exercised and in default
the right to vote shall not be exercisable.[2]
52 No member shall
vote at any general meeting or at any separate meeting of the holders of any
class of shares in the company, either in person or by proxy, in respect of any
share held by the member unless all moneys presently payable by the member in
respect of that share have been paid.
53 No objection
shall be raised to the qualification of any voter except at the meeting or
adjourned meeting at which the vote objected to is tendered, and every vote not
disallowed at the meeting shall be valid. Any objection made in due time shall
be referred to the chairman whose decision shall be final and conclusive.
54 On a poll votes may
be given either personally or by proxy. A member may appoint more than one
proxy to attend on the same occasion.
55 An instrument
appointing a proxy shall be in writing in the usual form, or as approved by the
directors, and shall be executed by or on behalf of the appointor.
56 The instrument
appointing a proxy and any authority under which it is executed or a copy of
such authority certified notarially or in some other way approved by the
directors may –
(a) be
deposited at the office or at such other place within Jersey as is specified in
the notice convening the meeting or in any instrument of proxy sent out by the
company in relation to the meeting not less than 48 hours before the time for
holding the meeting or adjourned meeting at which the person named in the
instrument proposes to vote;
(b) in
the case of a poll taken more than 48 hours after it is demanded, be deposited
as aforesaid after the poll has been demanded and not less than 24 hours before
the time appointed for the taking of the poll; or
(c) where
the poll is not taken forthwith but is taken not more than 48 hours after it
was demanded, be delivered at the meeting at which the poll was demanded to the
chairman or to the secretary or to any director,
and an instrument of
proxy which is not deposited or delivered in a manner so permitted shall be
invalid.
57 A vote given or
poll demanded by proxy or by the duly authorized representative of a body
corporate shall be valid notwithstanding the previous determination of the
authority of the person voting or demanding a poll unless notice of the
determination was received by the company at the office or at such other place
at which the instrument of proxy was duly deposited before the commencement of
the meeting or adjourned meeting at which the vote is given or the poll
demanded or (in the case of a poll taken otherwise than on the same day as the
meeting or adjourned meeting) the time appointed for taking the poll.
58 Number of directors
Unless otherwise determined by special resolution, the number of
directors (other than alternate directors) shall not be subject to any maximum
but shall be at least 2.
59-63 Alternate directors
59 Any director
(other than an alternate director) may appoint any other director, or any other
person approved by resolution of the directors and willing to act, to be an
alternate director and may remove from office an alternate director so
appointed by that director.
60 An alternate
director shall be entitled to receive the same notice of meetings of directors
and of all meetings of committees of directors of which the alternate
director’s appointor is a member as the alternate director’s
appointor is entitled to receive, to attend and vote at any such meeting at
which the director appointing the alternate director is not personally present,
and generally to perform all the functions of the alternate director’s
appointor as a director in the alternate director’s absence, but shall
not be entitled to receive any remuneration from the company for services as an
alternate director.
61 An alternate
director shall cease to be an alternate director if the alternate
director’s appointor ceases to be a director, but, if a director is
reappointed, any appointment of an alternate director made by the appointor
which is in force immediately prior to the appointor’s reappointment
shall continue after the reappointment.
62 Any appointment
or removal of an alternate director shall be by notice to the company signed by
the director making or revoking the appointment or in any other manner approved
by the directors.
63 Save as otherwise
provided in the articles, an alternate director shall be deemed for all
purposes to be a director and shall alone be responsible for the alternate
director’s own acts and defaults and the alternate director shall not be
deemed to be the agent of the director appointing the alternate director.
64-65 Powers of directors
64 Subject to the
provisions of the Law, the memorandum and the articles and to any directions
given by special resolution, the business of the company shall be managed by
the directors who may exercise all the powers of the company. No alteration of
the memorandum or articles and no such direction shall invalidate any prior act
of the directors which would have been valid if that alteration had not been
made or that direction had not been given. The powers given by this Regulation
shall not be limited by any special power given to the directors by the articles
and a meeting of directors at which a quorum is present may exercise all powers
exercisable by the directors.
65 The directors
may, by power of attorney or otherwise, appoint any person to be the agent of
the company for such purposes and on such conditions as they determine,
including authority for the agent to delegate all or any of the agent’s
powers.
66 Delegation of directors’ powers
The directors may delegate any of their powers to any committee
consisting of one or more directors and (if thought fit) one or more other
persons, but a majority of the members of the committee shall be directors. No
resolution of the committee shall be effective unless a majority of those
present when it is passed are directors. They may also delegate to any managing
director or any director holding any other executive office such of their
powers as they consider desirable to be exercised by the managing director or
director. Any such delegation may be made subject to any conditions the
directors may impose, and either collaterally with or to the exclusion of their
own powers and may be revoked or altered. Subject to any such conditions, the
proceedings of a committee with 2 or more members shall be governed by the articles
regulating the proceedings of directors so far as they are capable of applying.
67-71 Appointment of directors
67 The first
directors of the company shall be appointed in writing by the subscribers of
the memorandum or a majority of them.
68 No person shall
be appointed a director at any general meeting unless –
(a) the person
is recommended by the directors; or
(b) not
less than 14 nor more than 35 clear days before the date appointed for the
meeting, notice executed by a member qualified to vote at the meeting has been
given to the company of the intention to propose that person for appointment
stating the particulars which would, if the person were so appointed, be
required to be included in the company’s register of directors together
with notice executed by that person of the person’s willingness to be
appointed.
69 Not less than 7
nor more than 28 clear days before the date appointed for holding a general
meeting notice shall be given to all who are entitled to receive notice of the
meeting of any person who is recommended by the directors for appointment or
reappointment as a director at the meeting or in respect of whom notice has
been duly given to the company of the intention to propose the person at the
meeting for appointment as a director. The notice shall give the particulars of
that person which would, if the person were so appointed, be required to be
included in the company’s register of directors.
70 Subject as
aforesaid, the company may by ordinary resolution appoint a person who is
willing to act to be a director either to fill a vacancy or as an additional
director.
71 The directors may
appoint a person who is willing to act as a director, either to fill a vacancy
or as an additional director, provided that the appointment does not cause the
number of directors to exceed any number fixed by or in accordance with the articles
as the maximum number of directors. A director so appointed shall hold office
only until the next following annual general meeting but shall be eligible for
reappointment. If not reappointed at such annual general meeting, the director
shall vacate office at the conclusion thereof.
72 Disqualification and removal of
directors
The office of a director shall be vacated if –
(a) the
director ceases to be a director by virtue of any provision of the Law or
becomes prohibited by law from or disqualified for being a director;
(b) the
director becomes bankrupt or makes any arrangement or composition with the
director’s creditors generally;
(c) the
director resigns office by notice to the company;
(d) the
director shall for more than 6 consecutive months have been absent without
permission of the directors from meetings of directors held during that period
and the directors resolve that the director’s office be vacated; or
(e) the
company so resolves by ordinary resolution.
73 Remuneration of directors
The directors shall be entitled to such remuneration as the company
may by ordinary resolution determine and, unless the resolution provides
otherwise, the remuneration shall be deemed to accrue from day to day.
74 Directors’ expenses
The directors may be paid all travelling, hotel, and other expenses
properly incurred by them in connection with their attendance at meetings of
directors or committees of directors or general meetings or separate meetings
of the holders of any class of shares or of debentures of the company or
otherwise in connection with the discharge of their duties.
75-77 Directors’ appointments and interests
75 Subject to the
provisions of the Law, the directors may appoint one or more of their number to
the office of managing director or to any other executive office under the
company and may enter into an agreement or arrangement with any director for the
director’s employment by the company or for the provision by the director
of any services outside the scope of the ordinary duties of a director. Any
such appointment, agreement or arrangement may be made upon such terms as the
directors determine and they may remunerate any such director for the
director’s services as they think fit. Any appointment of a director to an
executive office shall terminate if the director ceases to be a director but
without prejudice to any claim to damages for breach of the contract of service
between the director and the company.
76 Subject to the
provisions of the Law, and provided that the director has disclosed to the
directors the nature and extent of any material interests of that director, a
director notwithstanding the director’s office –
(a) may
be a party to, or otherwise interested in, any transaction or arrangement with
the company or in which the company is otherwise interested;
(b) may
be a director or other officer of, or employed by, or a party to any
transaction or arrangement with, or otherwise interested in, any body corporate
promoted by the company or in which the company is otherwise interested; and
(c) shall
not, by reason of the director’s office, be accountable to the company
for any benefit which the director derives from any such office or employment
or from any such transaction or arrangement or from any interest in any such
body corporate and no such transaction or arrangement shall be liable to be
avoided on the ground of any such interest or benefit.
77 For the purposes
of Regulation 76 –
(a) a
general notice given to the directors that a director is to be regarded as
having an interest of the nature and extent specified in the notice in any
transaction or arrangement in which a specified person or class of persons is
interested shall be deemed to be a disclosure that the director has an interest
in any such transaction of the nature and extent so specified; and
(b) an
interest of which a director has no knowledge and of which it is unreasonable
to expect the director to have knowledge shall not be treated as an interest of
the director.
78 Directors’ gratuities and
pensions
The directors may provide benefits, whether by the payment of
gratuities or pensions or by insurance or otherwise, for any director who has
held but no longer holds any executive office or employment with the company or
with any body corporate which is or has been a subsidiary of the company or a
predecessor in business of the company or of any such subsidiary, and for any
member of the director’s family (including a spouse or civil partner and
a former spouse or former civil partner) or any person who is or who was
dependent on the director, and may (as well before as after the director ceases
to hold such office or employment) contribute to any fund and pay premiums for
the purchase or provision of any such benefit.
79-89 Proceedings of directors
79 Subject to the
provisions of the articles, the directors may regulate their proceedings as
they think fit. A director may, and the secretary at the request of a director
shall, call a meeting of the directors. Questions arising at a meeting shall be
decided by a majority of votes. In the case of an equality of votes, the
chairman shall have a second or casting vote. A director who is also an
alternate director shall be entitled in the absence of the director’s
appointor to a separate vote on behalf of the director’s appointor in
addition to the director’s own vote.
80 The quorum for
the transaction of the business of the directors may be fixed by the directors
and unless so fixed at any other number shall be 2. A person who holds office
only as an alternate director shall, if the person’s appointor is not
present, be counted in the quorum.
81 The continuing
directors or a sole continuing director may act notwithstanding any vacancies
in their number, but, if the number of directors is less than the number fixed
as the quorum, the continuing directors or director may act only for the
purpose of filling vacancies or of calling a general meeting.
82 The directors may
appoint one of their number to be the chairman of the board of directors and
may at any time remove the director from that office. Unless the director is
unwilling to do so, the director so appointed shall preside at every meeting of
directors at which the director is present. If there is no director holding
that office, or if the director holding it is unwilling to preside or is not
present within 5 minutes after the time appointed for the meeting, the
directors present may appoint one of their number to be chairman of the
meeting.
83 All acts done by
a meeting of directors, or of a committee of directors, or by a person acting
as a director shall, notwithstanding that it be afterwards discovered that
there was a defect in the appointment of any director or that any of them were
disqualified for holding office, or had vacated office, or were not entitled to
vote, be as valid as if every such person had been duly appointed and was
qualified and had continued to be a director and had been entitled to vote.
84 A resolution in
writing signed by all the directors entitled to receive notice of a meeting of
directors or of a committee of directors shall be valid and effectual as if it
had been passed at a meeting of directors or (as the case may be) a committee
of directors duly convened and held and may consist of several documents in the
like form each signed by one or more directors; but a resolution signed by an
alternate director need not also be signed by the alternate director’s
appointor and, if it is signed by a director who has appointed an alternate
director, it need not be signed by the alternate director in that capacity.
85 Save as otherwise
provided by the articles, a director shall not vote at a meeting of directors
or of a committee of directors on any resolution concerning a matter in which the
director has, directly or indirectly, an interest or duty which is material and
which conflicts or may conflict with the interests of the company unless the
director’s interest or duty arises only because the case falls within one
or more of the following paragraphs –
(a) the
resolution relates to the giving to the director of a guarantee, security, or
indemnity in respect of money lent to, or an obligation incurred by the
director for the benefit of, the company or any of its subsidiaries;
(b) the
resolution relates to the giving to a third party of a guarantee, security or
indemnity, in respect of an obligation of the company or any of its
subsidiaries for which the director has assumed responsibility in whole or part
and whether alone or jointly with others under a guarantee or indemnity or by
the giving of security;
(c) the
director’s interest arises by virtue of the director’s subscribing
or agreeing to subscribe for any shares, debentures or other securities of the
company or any of its subsidiaries, or by virtue of the director’s being,
or intending to become, a participant in the underwriting or sub-underwriting
of an offer of any such shares, debentures, or other securities by the company
or any of its subsidiaries for subscription, purchase or exchange;
(d) the resolution
relates in any way to a retirement benefits scheme which has been approved, or
is conditional upon approval, by the Comptroller of Revenue for taxation
purposes;
(e) the
resolution relates to an agreement for the benefit of employees of the company
or any of its subsidiaries which does not accord to the director any privilege
or advantage not generally accorded to the employees to whom the arrangement
relates.[3]
86 A director shall
not be counted in the quorum present at a meeting in relation to a resolution
on which the director is not entitled to vote.
87 The company may
by ordinary resolution suspend or relax to any extent, either generally or in
respect of any particular matter, any provisions of the articles prohibiting a
director from voting at a meeting of directors or of a committee of directors.
88 Where proposals
are under consideration concerning the appointment of 2 or more directors to
offices or employments with the company or any body corporate in which the
company is interested the proposals may be divided and considered in relation
to each director separately and (provided the director is not for another
reason precluded from voting) each of the directors concerned shall be entitled
to vote and be counted in the quorum in respect of each resolution except that
concerning the director’s own appointment.
89 If a question
arises at a meeting of directors or of a committee of directors as to the right
of a director to vote, the question may, before the conclusion of the meeting,
be referred to the chairman of the meeting and the chairman’s ruling in
relation to any director other than the chairman shall be final and conclusive.
90 Secretary
Subject to the provisions of the Law, the secretary shall be
appointed by the directors for such term, at such remuneration and upon such
conditions as they may think fit; and any secretary so appointed may be removed
by them.
91 Minutes
The directors shall cause minutes to be made in books kept for the
purpose in accordance with the Law.
92 The seal
The seal shall only be used by the authority of the directors or of
a committee of directors authorized by the directors. The directors may
determine who shall sign any instrument to which the seal is affixed and unless
otherwise so determined it shall be signed by 2 directors or by a director and
the secretary.
93-99 Dividends
93 Subject to the
provisions of the Law, the company may by ordinary resolution declare dividends
in accordance with the respective rights of the members, but no dividend shall
exceed the amount recommended by the directors.
94 Subject to the
provisions of the Law, the directors may pay interim dividends if it appears to
them that they are justified by the profits of the company available for
distribution. If the share capital is divided into different classes, the
directors may pay interim dividends on shares which confer deferred or
non-preferred rights with regard to dividend as well as on shares which confer
preferential rights with regard to dividend, but no interim dividend shall be
paid on shares carrying deferred or non-preferred rights if, at the time of
payment, any preferential dividend is in arrear. The directors may also pay at
intervals settled by them any dividend payable at a fixed rate if it appears to
them that the profits available for distribution justify the payment. Provided
the directors act in good faith, they shall not incur any liability to the
holders of shares conferring preferred rights for any loss they may suffer by
the lawful payment of an interim dividend on any shares having deferred or
non-preferred rights.
95 Except as
otherwise provided by the rights attached to shares, all dividends shall be
declared and paid according to the amounts paid up on shares on which the
dividend is paid. All dividends shall be apportioned and paid proportionately
to the amounts paid up on the shares during any portion or portions of the
period in respect of which the dividend is paid, but, if any share is issued on
terms providing that it shall rank for dividend as from a particular date, that
share shall rank for dividend accordingly.
96 A general meeting
declaring a dividend may, upon the recommendation of the directors, direct that
it shall be satisfied wholly or partly by the distribution of assets and, where
any difficulty arises in regard to the distribution, the directors may settle
the same and in particular may issue fractional certificates and fix the value
for distribution of any assets and may determine that cash shall be paid to any
member upon the footing of the value so fixed in order to adjust the rights of
members and may vest any assets in trustees.
97 Any dividend or
other moneys payable in respect of a share may be paid by cheque or by warrant
sent by post to the registered address of the person entitled or, if 2 or more
persons are the holders of the share or are jointly entitled to it by reason of
the death or bankruptcy of the holder, to the registered address of one of
those persons who is first named in the register of members or to such person
and to such address as the person or persons entitled may in writing direct.
Every cheque or warrant shall be made payable to the order of the person or
persons entitled or to such other person as the person or persons entitled may
in writing direct and payment of the cheque or warrant shall be a good
discharge to the company. Any joint holder or other person jointly entitled to
a share as aforesaid may give receipts for any dividend or other moneys payable
in respect of the share.
98 No dividend or
other moneys payable in respect of a share shall bear interest against the
company unless otherwise provided by the rights attached to the share.
99 Any dividend
which has remained unclaimed for 10 years from the date when it became due for
payment shall, if the directors so resolve, be forfeited and cease to remain
owing by the company.
100-101 Accounts and audit
100 No member shall (as such)
have any right of inspecting any accounting records or other book or document
of the company except as conferred by law or authorized by the directors or by
ordinary resolution of the company.
101 The company shall appoint
auditors to examine the accounts and report thereon in accordance with the Law.
102 Capitalization of profits
The directors may with the authority of an ordinary resolution of
the company –
(a) subject
as hereinafter provided, resolve to capitalize any undivided profits of the
company not required for paying any preferential dividend (whether or not they
are available for distribution) or any sum standing to the credit of the
company’s share premium account or capital redemption reserve;
(b) appropriate
the sum resolved to be capitalized to the members in proportion to the nominal
amounts of the shares (whether or not fully paid) held by them respectively
which would entitle them to participate in a distribution of that sum if the
shares were fully paid and the sum were distributable and were distributed by
way of dividend and apply such sum on their behalf either in or towards paying
up the amounts, if any, for the time being unpaid on any shares held by them
respectively, or in paying up in full unissued shares or debentures of the
company of a nominal amount equal to that sum, and allot the shares or
debentures credited as fully paid to those members, or as they may direct, in
those proportions, or partly in one way and partly in the other; but the share
premium account, the capital redemption reserve, and any profits which are not
available for distribution may, for the purposes of this Regulation, only be
applied in paying up unissued shares to be allotted to members credited as
fully paid up;
(c) make
such provision by the issue of fractional certificates or by payment in cash or
otherwise as they determine in the case of shares or debentures becoming
distributable under this Regulation in fractions; and
(d) authorize
any person to enter on behalf of all the members concerned into an agreement with
the company providing for the allotment to them respectively, credited as fully
paid, of any shares or debentures to which they are entitled upon such
capitalization, any agreement made under such authority being binding on all
such members.
103-108 Notices
103 Any notice to be given to or
by any person pursuant to the articles shall be in writing except that a notice
calling a meeting of the directors need not be in writing.
104 A member shall be entitled to
receive any notice to be given to the member pursuant to the articles
notwithstanding that the member’s registered address is not within the
British Islands. The company may give notice to a member either personally or
by sending it by post in a prepaid envelope addressed to the member at the member’s
registered address or by leaving it at that address. In the case of joint
holders of a share, all notices shall be given to the joint holder whose name
stands first in the register of members in respect of the joint holding and
notice so given shall be sufficient notice to all the joint holders.
105 A member present, either in person
or by proxy, at any meeting of the company or of the holders of any class of
shares in the company shall be deemed to have received notice of the meeting
and, where requisite, of the purposes for which it was called.
106 Every person who becomes
entitled to a share shall be bound by any notice in respect of that share
which, before the person’s name is entered in the register of members,
has been duly given to a person from which the person derives his or her title.
107 Proof that an envelope
containing a notice was properly addressed, prepaid and posted shall be
conclusive evidence that the notice was given. A notice shall be deemed to be
given at the expiration of 48 hours after the envelope containing it was
posted.
108 A notice may be given by the
company to the persons entitled to a share in consequence of the death or
bankruptcy of a member by sending or delivering it, in any manner authorized by
the articles for the giving of notice to a member, addressed to them by name,
or by the title of representatives of the deceased, or trustee of the bankrupt
or by any like description at the address supplied for that purpose by the
persons claiming to be so entitled. Until such an address has been supplied, a
notice may be given in any manner in which it might have been given if the
death or bankruptcy had not occurred.
109 Winding up
If the company is wound up, the company may, with the sanction of a
special resolution and any other sanction required by the Law, divide the whole
or any part of the assets of the company among the members in
specie and the liquidator or, where there is no
liquidator, the directors may, for that purpose, value any assets and determine
how the division shall be carried out as between the members or different
classes of members, and with the like sanction, vest the whole or any part of
the assets in trustees upon such trusts for the benefit of the members as the
member with the like sanction determines, but no member shall be compelled to
accept any assets upon which there is a liability.
110 Indemnity
In so far as the Law allows, every present or former officer of the
company shall be indemnified out of the assets of the company against any loss
or liability incurred by the officer by reason of being or having been such an
officer.