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 XXVII. Agenda and minutes

Collection:: Economics Books

338 SECRETARIAL PRACTICE If the report recommends the payment of a dividend, a second resolution may be submitted to the following effect, or these words may be added at the end of the first resolution, namely: —'That a dividend of per cent. for the year ended 31st December last be and the same is hereby declared on all the issued shares of the company payable less income tax to the shareholders appearing on the register as on the day of (the date on which the share register was closed). The wording must of course be altered to suit the cir- cumstances, e.g. if there are two or more classes of shares the resolution must state exactly on which class of shares the dividend is payable. If an interim dividend has been paid it is desirable to add after the words ‘dividend of per cent.” words in brackets to the following effect ‘(making with the interim dividend declared on the last, a dividend of per cent.).’ The next resolution usually submitted is the resolution for the re-election of the retiring directors, and should be in the following words: — That Mr. ‘A. B.’ the director retiring by rotation, be and he is hereby re-elected a director of the company. The resolution appointing the auditors is usually proposed and seconded by some shareholder other than a director. While this is usual and desirable, it is by no means necessary, and it is quite competent for the resolution to be proposed and seconded by directors or other officials. The resolution should be in the following form: — That Messrs. ‘A. B. & Co.,’ chartered (or incorporated) accountants, be and they are hereby appointed auditors of the company for the ensuing year, at a remuneration of £ S. 132 of the Companies Act, 1929, provides that every company shall at each annual general meeting appoint an auditor, and sub-s. (6) of that section provides that the re- muneration of the auditors shall be fixed by the company in general meeting. Presumably, however, it is in the power of the shareholders to delegate their functions to the directors if they so desire, and in the case of new companies it is not unusual for the shareholders to appoint the auditors, but instead of fixing their remuneration, to add at the end of the resolution, words to the following effect: ‘At a remunera- tion to be fixed by the board.’ Amend- - If any amendment is proposed to a resolution, such ments, amendment after being seconded, is put to the meeting before

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