Secretarial practice

Bibliographic data

Monograph

Identifikator:: 1828236004

URN:: urn:nbn:de:zbw-retromon-249926

Document type:: Monograph

Title:: Secretarial practice

Edition:: fourth edition

Place of publication:: Cambridge

Publisher:: W. Heffer & Sons Ltd

Year of publication:: 1930

Scope:: viii, 987 Seiten

Digitisation:: 2022

Collection:: Economics Books

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Chapter

Document type:: Monograph

Structure type:: Chapter

Title:: Chapter XIII. Directors

Collection:: Economics Books

154 SECRETARIAL PRACTICE Relief from Liability. Alternate Directors. writing, or by word of mouth, is expressly provided for by . s. 29 of the Act. The effect of this provision is to place a company in the same position as an individual in regard to the formalities to be observed. As to Bills of Exchange and Promissory Notes, see s. 30. If a director, manager, officer or auditor of a company is sued for negligence, default, breach of duty or breach of trust, the Court may relieve him, wholly or in part, from liability therefor on such terms as it thinks fit if it appears that the party charged has acted honestly and reasonably, and that having regard to all the circumstances of the case, he ought fairly to be excused (s. 372). The new law incorporating the Companies Act, 1928, contains provisions specially affecting the position of directors and it is desirable to bear in mind the steps to be taken to govern the appointment’ of alternate directors and their duties and responsibilities when so appointed. The authority to appoint an alternate is derived from the articles of association, and most modern articles give a director power to appoint’ either any other director or some other person to act in his place, either conditional on the director's absence abroad or as is now more usual in any circumstances. [t is important for the article to define clearly the position of the alternate. Where the articles provide that a director shall possess a share qualification the article empowering the appointment of an alternate should state whether the alternate shall possess such qualification. The article should also define whether the director’s remuneration is to be paid to the director himself or to his alternate: presumably in the absence of any specific authority in the articles or from the director the remuneration should be sent to the director himself, who may have made his own arrangement with his alternate as to payment for services. It is usual to make the appointment of an alternate subject to the approval of the remaining directors, and the phrasing should be either “subject to the approval of all the remaining directors of the company who may for the time being be resident in Great Britain,” or “subject to the approval of the majority of the other directors of the company,” and the articles should provide that such approval may be given either in writing or at a properly convened meetingrof the directors. The minimum of two directors which s. 1 39 of the Companies Act, 1929, requires for a public company would not be satisfied by one director and his alternate, because the latter is a sub- stitute for the former. - For the same reason it is considered that the requirement in s. 140 as to filing with the Registrar

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